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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 />16. PROFESSIONAL LICENSES <br />Attorneys shall, throughout the term of this Agreement, maintain all necessary licenses, <br />permits, approvals,' waivers, and exemptions necessary for the, 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. Attorneys shall notify the City <br />immediately and in writing of the inability to obtain or maintain such permits, licenses, <br />approvals, waivers, and exemptions. Said inability shall be cause for termination of this <br />Agreement. <br />17. MISCELLANEOUS PROVISIONS <br />Each undersigned represents andwarrants that its signature herein below has the power, <br />authority and right to bind their respective parties to each of the terms of this, Agreement, and <br />shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or <br />damages to City in the event that such authority or power is not, in fact, held by -the signatory or <br />is withdrawn. <br />IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and <br />year first above written. <br />ATTEST: <br />MARIA D. HUIZAR <br />Clerk of the Council <br />APPROVED AS TO FORM: <br />SONIA R. CARVALHO <br />City Attorney <br />By: U.mu� k <br />Laura A. Rossini <br />Senior Assistant City Attorney <br />CITY OF SANTA ANA <br />PAUL GODINEZ II <br />City Manager <br />[Signatures continue on next page] <br />25L-9 <br />