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15. JURISDICTION - VEN13E "Phis Agreement has been executed and (Wivcred in the State of California and the validity.. interpretation, perPbrmance, and enforcement of any of the clauses of Tis Agreement shall be determined and governed by the laws of the State of California. Both parties 'further agree that Orange Coumy, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 16, PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits. approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the haws and regulations of the United Statcs, the TWO of California, the City of Santa Ana and all other governmental agenoies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exenptions. Said inability shall be cause Vol termination of this Agrcenent, 17. MISCELLANEOUS PROVISIONS Each undersigned represents and warrants that its signature herein below has tl'te power. authority and right to bind their rest, wive ptutics to each of the terms of dos Agreement, and shall indemnify City fully, including reasonable: costs and attorney's fees, for any injuries or damages to City in the event tha( such authority or power is not, in fact, held by the signatory or is withdrawn. All Exhibits referenced herein incl attached heron shall be incorporatu'd as if fully set foo (11 in the body of this Agreement. IN \VITNI SS WHEREOF, the parties hereto have executed this Agreement Be date and year hot above written. A'T'TEST: Marra U. Huizar Clerk of I:he Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By -- John 64 Funk Assistant City Attorney CITY OF SANTA ANA Davie Cava;:os City Managn, CONTRACTOR: i I y am' i tJ,k 11 = r.xrsl.v TVj� c, c tx.; rlZy,