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11 <br />A. Foundation shall, throughout the term of this Agreement, maintain all licenses, permits, <br />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 <br />Santa Ana and all other governmental agencies. Foundation shall notify the City immediately <br />and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, <br />and exemptions. For purposes of this Section, email communication to the City is sufficient <br />notice for such inability to obtain or maintain such permits, licenses, approvals, waivers, and <br />exemptions. <br />B. Foundation shall require that all vendors and/or sub-contractors obtain all necessary licenses, <br />permits, approval, waivers and exemptions necessary for the provision of any contracted <br />services hereunder and required by the laws and regulations of the United States, the State of <br />California, the City of Santa Ana and all other governmental agencies. <br />19. 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 by <br />the signatory or is withdrawn. <br />B. This Agreement may be signed in counter parts with each counter part being assembled to <br />create a fully executed Agreement. This Agreement may be signed electronically by any <br />means mutually agreed upon by the Parties and upon sufficient evidence to demonstrate <br />the validity of each signature. <br />IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year <br />first above written. <br />CITY OF SANTA ANA <br />_________________________ <br />Alvaro Nuñez <br />City Manager <br />ATTEST: <br />________________________ <br />Jennifer L. Hall <br />City Clerk <br />Signatures continue on the next page <br />Exhibit 1