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California. This Agreement has been executed and delivered in the State of California and the <br />validity, interpretation, perfo nrance, and enforcement of any of the clauses of this Agreement <br />shall be determined and governed by the laws of the State of California. Both parties further <br />agree that Orange County, California, shall be the venue for any action or proceeding that may <br />be brought or arise out of, in connection with or by reason of this Agreement. <br />17. PROFESSIONAL LICENSES <br />Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, <br />permits, approvals, waivers, and exemptions necessary for the provision of the services <br />hereunder and required by the laws and regulations of the United States, the State of California, <br />the City of Santa Ana and all other governmental agencies. Consultant shall notify the City <br />immediately and in writing of its inability to obtain or maintain suchperrnits, licenses, approvals, <br />waivers, and exemptions. Said inability shall be cause for termination of this Agreement. <br />18. MISCELLANEOUS PROVISIONS <br />Each undersigned represents and warrants by their signature herein below that they have the <br />power, authority and right to bind their respective parties to each of the terms of this Agreement, <br />and shall indemnify City filly, including reasonable casts and attorney's fees, f''or any injuries or <br />damages to City in the event that such authority or power is not, in fact, held by the signatory or is <br />withdrawn. <br />This agreement may be executed and delivered in counterparts, each of which when <br />executed and delivered shall be deemed an original and of which together shall constitute the same <br />agrecraent. Facsimile signatures will be permitted. <br />IN WITNESS WHEREOF, the parties hereto have executed this Agrecmcnt the dote and <br />year first above written. <br />ArrEST: <br />MARIA D WIZA1, <br />Clerk of the Council <br />APPROVED AS TO FORM: <br />SONIA R. CARVALI-lO <br />City Attorney <br />P <br />By: __ <br />Jos eat (oval - - -- <br />Chi c Assistant City Attorney <br />CITY N'rA A11A <br />DAVID ,AVAZOS� " — <br />City Manager <br />