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18. JURISDICTION - VEN LIE <br />This Agreement has been executed and delivered in tic SLeLC of 'alifbrnia and Lhe validity, <br />intelpretation, performance, and enforcement of any of the clauses of this Agreement shall be <br />determined and governed by the laws of the State of California. Both parties fiu-ther agree that <br />Orange County, California, shall he the venue for any action or proceeding that may he hrought or <br />anise out of, in connection with orby reason of this Agreement. <br />19. PROFESSIONAL LICENSES <br />Consultant shall, Lhioughoul the lernn of [his Agreement, maintain all necessary licenses, <br />permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder <br />and tcquitcd by the laws and regulations of the United Statcs, the State of California, the City of <br />9ama Ana and all other governmental agencies. Consultant shall notify the City immediately and <br />in writing of its inability to obtain or maintain such permits. licenses, approvals, waivers, and <br />excrnptions. Said inability shall be cause for termination of this Agrcencnt. <br />20. 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 panics to each of the terms of <br />this Agreemen[, and shall indenunily 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or power is not, in fact, held by the signatory or is withdrawn- 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 heroin and attached hereto shall be incorporated as if fully <br />set forth in the body of this Agreement. <br />21. NOTICE' <br />Any notice, tender, demand, delivery, or other communication pursuant to dais Agreement <br />shall be in writing and shall be deemed to be properly given if delivered in person or mailed by <br />lin:st class or certified mail, postage prepaid, or sent by lax or other telegraphic communication in <br />die manner provided in this Section, to the lollowing persons: <br />To City: <br />Clerk of the City Council <br />City of Santa Ana <br />20 Civic Center Plaza (M-30) <br />P.O. Box 1988 <br />Santa Ana, CA 92702-1988 <br />Fax: 714- 647-6956 <br />City Council 25 — 31 6/19#2011f 11 <br />Non -I ed Dunning In_ 12(P'M <br />