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<br />of the clauses of this Agreement shall be determined and governed by the laws of the <br />State of California. Both parties further agree that Orange County, California, shall be <br />the venue for any action or proceeding that may be brought or arise out of, in connection <br />with or by reason of this Agreement. <br /> <br />15. PROFESSIONAL LICENSES <br /> <br />Consultant shall, throughout the term of this Agreement, maintain all necessary <br />licenses, permits, approvals, waivers, and exemptions necessary for the provision of the <br />services hereunder and required by the laws and regulations of the United States, the <br />State of California, the City of Santa Ana and all other governmental agencies. <br />Consultant shall notify the City immediately and in writing of her inability to obtain or <br />maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall <br />be cause for termination of this Agreement. <br /> <br />16. MISCELLANEOUS PROVISIONS <br /> <br />a. Each undersigned represents and warrants that its signature hereinbelow has the <br />power, authority and right to bind their respective parties to each of the terms of this <br />Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, <br />for any injuries or damages to City in the event that such authority or power is not, in fact, <br />held by the signatory or is withdrawn. <br /> <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 /> <br />IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and <br />year first above written. <br /> <br />ATTEST: <br /> <br />CITY OF SANTA ANA <br /> <br />~'i- <br /> <br />ATRICIA E. HEALY <br />Clerk of the Council <br /> <br /> <br /> <br />.---- <br />