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17. JURISDICTION - VENITE <br />This Agreement has been executed and delivered in the State of California and the <br />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. Roth 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 />18. PROFESSIONAL LICENSES <br />Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, <br />permits, approvals, waivers, and exemptions necessary forthe 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. Contractor 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 />19. MISCELLANEOUS PROVISIONS <br />a. Each undersigned represents and warrants that its signature herein below has the <br />power, authority and right to bind their respective parties to each of the terms of <br />this Agreement, and shall indemnify City fully, including reasonable costs and <br />attorney's fees, for any injuries or damages to City in the event that such authority <br />or power is not, in fact, hold by the signatory or is withdrawn. <br />b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully <br />set forth in the body of this Agreement,. <br />-Remainder of page intentionally left blank; signature page to follow— <br />Page 8 of l l <br />204 <br />