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<br />13. JURISDICTION <br /> <br />This Agreement and all questions relating to its validity, interpretation, performance, and <br />enforcement shall be governed and construed in accordance with the laws ofthe State of <br />California. This Agreement has been executed and delivered in the State of California and the <br />validity, interpretation, performance, and enforcement of any of the clauses of this Agreement <br />shall be determined and governed by the laws of the State of California. <br /> <br />14. PROFESSIONAL LICENSES <br /> <br />Vendor 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 ofthe United States, the State of California, <br />the City of Santa Ana and all other governmental agencies. Vendor shall notify the City in a <br />timely manner and in writing of its inability to obtain or maintain such permits, licenses, <br />approvals, waivers, and exemptions. Said inability shall be cause for termination ofthis <br />Agreement. <br /> <br />15. MISCELLANEOUS PROVISIONS <br /> <br />a. Each undersigned represents and warrants that its signature hereinbelow has the power, <br />authority and right to bind their respective parties to each of the terms of this Agreement. HP shall <br />provide to the City documentation of a resolution of the HP Board of Directors verifying the <br />authority ofHP's signatory to bind HP to each ofthe terms of this Agreement upon HP's signature <br />of this Agreement. <br /> <br />b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set <br />forth in the body of this Agreement. <br /> <br />City of Santa Ana and UP Agreement <br />Confidential Information <br />Revision Date February 24, 2004 <br /> <br />Page 7 of8 <br />