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14. JURISDICTION - VENUE <br />This Agreement and all questions relating to its validity, interpretation, performance, and <br />enforcement shall be governed and construed in accordance with the laws of the State of <br />California. This Agreement has been executed and delivered in the State of California <br />and the validity, interpretation, performance, and enforcement of any of the clauses of <br />this Agreement shall be determined and governed by the laws of the State of California. <br />Both parties further agree that Orange County, California, shall be the venue for any <br />action or proceeding that may be brought or arise out of, in connection with or by reason <br />of this Agreement. <br />15. PROFESSIONAL LICENSES <br />Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, <br />permits, approvals, waivers, continuing education, and exemptions necessary for the <br />provision of the services hereunder and required by the laws and regulations of the <br />United States, the State of California, the City of Santa Ana and all other governmental <br />agencies. Consultant shall notify the City immediately and in writing of her inability to <br />obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said <br />inability shall be cause for termination of this Agreement. <br />16. MISCELLANEOUS PROVISIONS <br />a. Each undersigned represents and warrants that its signature hereinbelow has the power, <br />authority and right to bind their respective parties to each of the terms of this Agreement, <br />and shall indemnify City fully, including reasonable costs and attorney's fees, for any <br />injuries or damages to City in the event that such authority or power is not, in fact, held by <br />the signatory or is withdrawn. <br />b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set <br />forth in the body of this Agreement. <br />IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year <br />first above written. <br />ATTEST: <br />MARIA D. HUIZAR <br />Clerk of the Council <br />CITY OF SANTA ANA <br />DAVID CAVAZOS <br />City Manager <br />25B -19 <br />