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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, shall be the venue for any action or proceeding that may be brought or arise out of, in <br />connection with or by reason of this Agreement. <br />17. PROFESSIONAL LICENSES <br />S&W 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. S&W shall notify the City immediately and in writing of its inability to obtain or <br />maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for <br />termination of this Agreement. <br />18. MISCELLANEOUS PROVISIONS <br />a. Each undersigned represents and warrants 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, <br />and shall indemnify City fully, including reasonable costs and attorney's fees, for any <br />injuries or damages to City in the event that such authority or power is not, in fact, held by <br />the signatory or is withdrawn. <br />b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth <br />in the body of this Agreement. <br />19. NOTICE <br />Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be <br />in writing and shall be deemed to be properly given if delivered in person or mailed by first class or <br />certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided <br />in this Section, to the following 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 />With courtesy copies to: <br />Executive Director, Planning & Building Agency <br />City of Santa Ana <br />20 Civic Center Plaza (M-19) <br />Page 7 of 9 <br />