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interpretation, 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 further agree that <br />Orange County, California, shall be the venue for any action or proceeding that may be brought or <br />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 for the provision of the services hereunder <br />and required by the laws and regulations of the United States, the State of California, the City of <br />Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and <br />in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and <br />exemptions. Said inability shall be cause for termination of this Agreement. <br />19. MISCELLANEOUS PROVISIONS <br />a. Each person signing this Agreement on behalf of Contractor represents and <br />warrants that its signature herein below has the power, authority and right to bind <br />Contractor to each of the terms of this Agreement and shall indemnify City fully, <br />including reasonable costs and attorney's fees, for any injuries or damages to City <br />in the event that such authority or power is not, in fact, held by the signatory or is <br />withdrawn. Each person signing this Agreement on behalf of City represents and <br />warrants that its signature herein below has the power, authority and right to bind <br />the City to each of the terms of this Agreement and shall indemnify Contractor <br />fully, including reasonable costs and attorney's fees, for any injuries or damages to <br />Contractor in the event that such authority or power is not, in fact, held by the <br />signatory or is withdrawn.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 />{Signatures on following page} <br />City Council 22 — 15 9/7/2021 <br />Page 10 of 11 <br />