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federal, state and local laws and regulations: and as further specified in Certifications -a Exhibit. <br />C, attached hereto and incorporated in this Agreement by reference. <br />14. JURISDICTION -VENUE <br />This Ajgreement ,has been executed and delivered in the State of ,California and the <br />validity, interpretation, performance, and enforcement of any of the clauses of "ibis Agreement, <br />shall be determined and governed by the laws of the State of California. Both parties farther <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 />20. PROFESSIONAL LICENSES <br />Conti -actor • shall, throughout the term of this Agreement, maintain.all necessary licenses, <br />permits, approvals, waivers, and exemptions necessary, for the provision of theservices <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 irt'Writing of'it! inability to, obtain or maintain such pennits, Uoenses, approvals, <br />waivers, and exemptions, Said inability shall be, cause for termination of this Agreement, <br />21. 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or power is not, in fact, held by the signatory or is withdrawn.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 />IN WITNESS WHE EOF, the parties hereto have executed this Agreement the date and year <br />first above written. <br />ATTEST: <br />MARIA D. HIJIZAR <br />Clerk of dw Council <br />Signatures continued on next page <br />CITY OF SANTA ANA <br />'CYNTHIA J(—KU FZ <br />Interim City Manager <br />Page 8 of 1:2 <br />