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17. JURISDICTION - VENUE <br />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 Orange <br />County, 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 />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 and <br />required by the laws and regulations of the United States, the State of California, the City of Santa Ana <br />and all other governmental agencies. Consultant shall notify the City immediately and in writing of its <br />inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability <br />shall be cause for termination of this Agreement. <br />19. MISCELLANEOUS PROVISIONS <br />a. Each undersigned represents and warrants that its signature herainbelow has the power, <br />authority and right to bind their respective parties to each of the terms of this Agreement, <br />and shall indemnify City fully, including reasonable costs and attorney's fees, for any <br />Injuries or damages to City in the event that such authority or power is not, in fact, held <br />by the signatory or is withdrawn. <br />b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set <br />forth in the body of this Agreement. <br />IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first <br />above written, <br />ATTEST: <br />C., <br />MAR A D. HUIZAR� <br />Clerk of the Council <br />APPROVED AS TO FORM: <br />SONIA R. CARVALHO <br />City Attorney <br />By: I?-- Joii Funk <br />Assistant City Attorney <br />Rl� 0 TENDED FOR APPROVAL: <br />F MO SAV POUR <br />Executive Director — PWA <br />C Mn� DAVI <br />City Manager <br />CONSULTANT <br />Title: <br />,rt±ctN' <br />