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state and local laws and regulations. <br />14. 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 determined <br />and governed by the laws of the State of California. Both parties further agree that Orange County, <br />California, shalt be the venue for any action or proceeding that may be brought or arise out of, in connection <br />with or by reason of this Agreement. <br />15. 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 by <br />the laws and regulations of the United States, the State of California, the City of Santa Ana and all other <br />governmental agencies. Consultant shall notify the City immediately and in writing of his inability to obtain <br />or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for <br />termination of this Agreement. <br />16. 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 City <br />fully, including reasonable costs and attorney's fees, for any injuries or darnages 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such authority or power is not, in fact, held by the signatory or is withdrawn.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 fully set forth in the <br />body of this Agreement. <br />IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first <br />above written. <br />