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This Agreement has been executed and delivered in the State of California and the validity, <br /> 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 /> 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 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. Consultant 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 /> 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 or power is not, in fact,held by the signatory or is withdrawn.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 /> [Signatures on following page] <br /> Page 9 of 10 <br />