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16. JURISDICTION -VENUE <br />This Agreement has been executed and delivered in the State of California and the validity, <br />interpretation, performance, and enforcement of any of the clauses of this Agreement shall be <br />determined and governed by the laws of the State of California. Both parties farther agree that Orange <br />County, California, shall be the venue for any action or proceeding that may be brought or arise out of, <br />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, permits, <br />approvals, waivers, and exemptions necessary for the provision of the services hereunder and required <br />by the laws and regulations of the United States, the State of California, the City of Santa Ana and all <br />other govenunental agencies. Consultant shall notify the City immediately and in writing of its inability <br />to obtain or maintain such permits, licenses, approvals, waivers, and exemptions, Said inability shall be <br />cause for termination of this Agreement. <br />18. MISCELLANEOUS PROVISIONS <br />a. Each undersigned represents and warrants that its signature herein below has the power, authority <br />and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify <br />City folly, including reasonable costs and attorney's fees, for any injuries or damages to City in the <br />event that such authority or power is not, in fact, held by the signatory or is withdrawn. <br />b. All Exhibits referenced herein and attached hereto shall be incorporated as if frdly set forth in the <br />body of this Agreement. <br />IN WITNESS WHEREOF, the parties hereto have executed this Agreement die date and year <br />first above written. <br />ATTEST: CITY OF SANTA ANA <br />MARIA D. HUIZAR <br />Clerk of the Council <br />DAVID CAVAZOS <br />City Manager <br />251 -37 <br />