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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 />20. 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 />21. MISCELLANEOUS PROVISIONS <br />a. Each undersigned represents and warrants that its signature herein below 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by the signatory or is withdrawn.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 />C. In the event of any conflict or inconsistency between the terms and conditions in this <br />Agreement and any terms or conditions set forth in any Exhibit, purchase order, or other <br />document relating to the transactions contemplated by this Agreement, the terms and <br />conditions set forth in this Agreement shall prevail. <br />IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above <br />written. <br />ATTEST: <br />d�,iClerk of the Council <br />APPROVED AS TO FORM <br />SONIA R. CARVALHO <br />City Attorney <br />By: <br />randon Salvatierra <br />Deputy City Attorney <br />CITY OF SANTA ANA <br />-�- <br />rvk--L-- <br />Kristine Ridge <br />City Manager <br />CONSULTANT <br />Name: James A. Salvito <br />Title: President & CEO <br />(signatures continued on next page/ <br />