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19. PROFESSIONAL LICENSES <br />Consultant shall, throughout the term of this third Agreement, maintain all necessary <br />licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services <br />hereunder and required by the laws and regulations of the United States, the State of California, <br />the City of Santa Ana and all other governmental agencies. Consultant shall notify the City <br />immediately and in writing of its inability to obtain or maindin such permits, licenses, approvals, <br />waivers, and exemptions. Said inability shall be cause for termination of this third Agreement. <br />20. 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 third 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or power is not, in fact, held by the signatory or is withdrawn.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 third Agreement. <br />e) Whenever the terms of the Recitals of this third Agreement conflict with terms of <br />any Exhibit incorporated herein by reference, then the terms and intent of the <br />Recitals of this third Agreement shall prevail and be controlling. <br />d) No default, delay or failure to perform on the part of the Parties shall be considered <br />a breach of this third Agreement where such default, delay or failure is due to a <br />force majeure or to circumstances beyond the Parties control. Such circumstances <br />will include, without limitation, strikes, riots, civil disturbances, actions or <br />inactions concerning government authorities, epidemics, pandemics, war, terrorist <br />acts, embargoes, severe weather, fire, earthquakes, acts of God or the public enemy <br />or default of a common carrier or other disasters or events. <br />e) This third Agreement must be signed below and may be signed in counterpart and <br />delivered by fax, email as a PDF (Portable Document Format) file attachment, or <br />by other means that displays the original or a copy of the signatures. Any <br />subsequent amendments may be signed and delivered in the same manner. <br />(Signatures on following page) <br />