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M <br />California, shall be the venue for any action or proceeding that may be brought or arise out of, in <br />connection with or by reason of this Agreement. <br />18. PROFESSIONAL LICENSES <br />AUDITOR shall, throughout the term of this Agreement, maintain all necessary licenses, permits, <br />approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by <br />the laws and regulations of the United States, the State of California, the City of Santa Ana and all other <br />governmental agencies. AUDITOR shall notify the CITY immediately and in writing of its inability to <br />obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be <br />cause for termination of this Agreement. <br />19. MISCELLANEOUS PROVISIONS <br />a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority <br />and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY <br />fully, including reasonable costs and attorney's fees, for any injuries or damages to CITY in the event that <br />such authority or power is not, in fact, held by the signatory or is withdrawn. <br />b. Captions and headings in this Agreement, including the title of this Agreement, are for <br />convenience only and are not to be considered in construing this Agreement. <br />c. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the <br />body of this Agreement. <br />/// <br />7 <br />