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proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 16. PROFESSIONAL LICENSES Consultant 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 laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 17. DISCLOSURES AND DISCLAIMERS City acknowledges and agrees that: (i) Consultant is not advising or recommending any action be taken by the City with respect to any prospective, new or existing municipal financial products or issuance of municipal securities (including with respect to the structure, timing, terms and other similar matters concerning such financial products or issues); (ii) Consultant is not registered with the U.S. Securities and Exchange Commission ("SEC") as a municipal advisor; and (iii) Consultant is not acting as a municipal advisor to City and does not assume any fiduciary duty hereunder, including, without limitation, a fiduciary duty to City pursuant to Section 15B of the Exchange Act with respect to the services provided hereunder and any information and material contained in Consultant's work product. City represents that: (i) City is not looking to Consultant to provide, and City shall not otherwise request or require Consultant to provide, any advice or recommendations with respect to municipal financial products or the issuance of municipal securities (including any advice or recommendations with respect to the structure, timing, terms, and other similar matters concerning such financial products or issues); and (ii) The provisions of this contract and the services to be provided hereunder are not intended (and shall not be construed) to constitute or include any municipal advisory services within the meaning of Section 15B of the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations adopted thereunder. 7