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validity, interpretation, performance, 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 <br />may be brought or arise out of, in connection with or by reason of this Agreement. <br />18, PROFESSIONAL LICENSES <br />Consultant shall, throughout the term of this Agreement, maintain all necessary <br />licenses, permits, approvals, waivers, and exemptions necessary for the provision of the <br />services hereunder and required by the laws and regulations of the United States, the State <br />of California, the City of Santa Ana and all other governmental agencies. Consultant shall <br />notify the City immediately and in writing of its inability to obtain or maintain such permits, <br />licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of <br />this Agreement. <br />19. MISCELLANEOUS PROVISIONS <br />a. Each undersigned represents and warrants that its signature hereinbelow has <br />the power, authority and right to bind their respective parties to each of the <br />terms of this Agreement, and shall indemnify City fully, including reasonable <br />costs and attorney's fees, for any injuries or damages to City in the event that <br />such authority or power is not, in fact, held by the signatory or is withdrawn.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 <br />fully set forth in the body of this Agreement. <br />(Signature Page Follows) <br />25F-11 <br />