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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 Star. 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 LICENTSES <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 tarmination 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 or power is not, in fact,held by the signatory or is withdrawn, 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 appear on following page] <br /> Page 9 of 10 <br />