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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 />14. 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 such permits, licenses, approvals, <br />waivers, and exemptions. Said inability shall be cause for termination of this Agreement. <br />15. MISCELLANEOUS PROVISIONS <br />Each undersigned represents and warrants that its signature herein below has the power, <br />authority and right to bind their respective parties to each of the terms of this Agreement, and shall <br />inderrmify City fully, including reasonable costs and attorney's fees, for any injuries or damages to <br />City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. <br />All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth <br />in the body of this Agreement. <br />IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and <br />year first above written. <br />ATTEST: CITY OF SANTA ANA <br />MARIA D. HUIZAR DAVID CAVAZOS <br />Clerk of the Council City Manager <br />APPROVED AS TO FORM: <br />SONIA R. CARVALHO <br />C4hiessistant e <br />B <br />J val <br />C City Attorney <br />v <br />25E -8 <br />