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A-2022-080 <br />shall be determined and governed by the laws of the State of California. Both parties further <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 />Consultant 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. Consultant shall notify the City <br />immediately and in writing of its inability to obtain or maintain such permits, licenses, 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or power is not, in fact, held by the signatory or is withdrawn.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 WHEREOF, the parties hereto have executed this Agreement the date and year <br />first above written. <br />ATTEST: <br />I <br />AISY GOMEZ <br />Clerk of the Council <br />APPROVED AS TO FORM <br />SONIA R. CARVALHO <br />City Attorney <br />By: �`V'�� <br />John M. Funk <br />Sr. Assistant City Attorney <br />CITY OF SANTA ANA <br />K STINE RIDGE <br />City Manager <br />CONSULTANT <br />Digitally signed by James A. <br />James A. Cathcart Catbwrt <br />Date: 2022D4251137:31-07'00' <br />Name: James A. Cathcart <br />Title: Senior Principal <br />Page 9 of 10 <br />