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<br />action or proceeding that may be brought or arise out of, in connection with or by reason of this <br />Agreement. <br /> <br />15. <br /> <br />PROFESSIONAL LICENSES <br /> <br />Consultant shall, throughout the term ofthis Agreement, maintain all necessary licenses, <br />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 her inability to obtain or maintain such permits, licenses, <br />approvals, waivers, and exemptions. Said inability shall be cause for termination of this <br />Agreement. <br /> <br />16. <br /> <br />MISCELLANEOUS PROVISIONS <br /> <br />a. Each undersigned represents and warrants that its signature hereinbelow has the power, <br />authority and right to bind their respective parties to each of the terms ofthis Agreement, and shall <br />indemnifY City fully, including reasonable costs and attorney's fees, for any injuries or damages to <br />City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. <br /> <br />b. All Exhibits referenced herein and attached hereto shall be incorporated as iffully set <br />forth in the body of this Agreement. <br /> <br />II <br /> <br />II <br /> <br />II <br /> <br />II <br /> <br />II <br /> <br />II <br /> <br />II <br /> <br />II <br /> <br />II <br /> <br />II <br /> <br />II <br /> <br />II <br /> <br />6 <br />