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<br />13. <br /> <br />PROFESSIONAL LICENSES <br /> <br />Consultant shall, throughout the term ofthis Agreement, maintain all necessary licenses, permits, <br />approvals, waivers, and exemptions necessary for the provision of the services hereunder and required <br />by the laws and regulations of the United States, the State of California, the City of Santa Ana and all <br />other governmental agencies. Consultant shall notifY the City immediately and in writing ofher <br />inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said <br />inability shall be cause for termination of this Agreement. <br /> <br />14. <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 ofthe terms of this Agreement, and shall <br />indemnify the other party fully, including reasonable costs and attorney's fees, for any injuries or <br />damages to a party in the event that such authority or power is not, in fact, held by the signatory or is <br />withdrawn. <br />b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in <br />the body of this Agreement. <br /> <br />15. <br /> <br />ADDITIONAL TERMS AND CONDITIONS TO CONSULTANT AGREEMENT <br /> <br />In these Additional Terms and Conditions, "Agreement" means Consultant Agreement and <br />these Additional Terms and Conditions. "City" means any party who signs this Agreement as the City. <br />"PRI" means Payment Resources International, a Nevada corporation located at 620 Newport Center <br />Drive, Suite 150, Newport Beach, CA 92660, and its assigns. Agent Bank means KeyBank National <br />Association, Cleveland, Ohio, the sponsor bank for PRI. These Additional Terms and Conditions are <br />part of this Agreement. City agrees to be bound by these Additional Terms and Conditions when the <br />City signs the Agreement. <br /> <br />DEFINITIONS AND INTERPRETATION <br /> <br />1.1 For purpose of this Agreement, the following terms shall have the meaning set forth below: <br /> <br />(a) "Application Fee" means the then-current fee, if any, for becoming a member of the Interchange <br />System as charged by PRI. <br />(b) "Authorization" means the approval (by voice or electronically) of a Bank Card Transaction by the <br />Issuer or its authorized agent. <br />(c) "Authorization Center" Means the facility designated by PRI that provides responses (by void or <br />electronically) to City Authorization requests. <br />(d) "Bank Card" means a credit card or debit card issued by a member of either Interchange System and <br />bearing the Interchange System's trade name, trademark, service mark, and/or symbols. <br />(e) "Bank Card Transaction" means a Transaction, Credit Transaction, or Chargeback. <br />(f) "Cardholder" means the person or Entity whose name is embossed on the Bank Card or any <br />authorized user of a Bank Card. <br /> <br />6 <br />