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EXHIBIT 2 <br />15. 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 <br />hereunder and required by the laws and regulations of the United Sates, the State of California, <br />the City of Santa Ana and all other governmental agencies. Consultant shall notify the Authority <br />immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, <br />waivers, and exemptions. Said inability shall be cause for termination of this Agreement. <br />16. MISCELLANEOUS PROVISIONS <br />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 of this Agreement, and shall <br />indemnify Authority fully, including reasonable costs and attorney's fees, for any injuries or <br />damages to Authority in the event that such authority or power is not, in fact, held by the signatory <br />or is withdrawn. <br />IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year <br />first above written. <br />ATTEST: <br />JENNIFER L HALL <br />City Clerk <br />APPROVED AS TO FORM: <br />SONIA R. CARVALHO <br />City Attorney <br />By: <br />JONATHAN T. MAR EZ <br />Assistant City Attorney <br />RECOMMENDED FOR APPROVAL: <br />-2ft&4" <br />MIKE GARCIA <br />Authority Executive Director <br />HOUSING AUTHORITY OF THE <br />CITY OF SANTA ANA <br />ALVARO NUNEZ <br />City Manager <br />CONSULTANT <br />By: OUSTIN COOPER <br />Partner <br />Orrick, Herrington & Sutcliffe LLP <br />Page 8 of 8 <br />