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be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of <br />this Agreement. <br />16. PROFESSIONAL LICENSES <br />Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, <br />approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the <br />laws and regulations of the United States, the State of California, the City of Santa Ana and all other <br />governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain <br />or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for <br />termination of this Agreement. <br />17. MISCELLANEOUS PROVISIONS <br />a. Each undersigned represents and warrants that its signature herein below has the power, authority and <br />right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, <br />including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority <br />or power is not, in fact, held by the signatory or is withdrawn. <br />b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body <br />of this Agreement. <br />IN WITNESS WHEREOF, the parties hereto have executed th7Aeenient the date and year first above <br />written. <br />ATTEST. CITY ANA <br />pw MARIA D. HUIZAR�— KEVM&kOURKE <br />7 <br />Clerk of the Council Interim City Manager <br />APPROVED AS TO FORM: CONSULTANT <br />SONIA or CARVALHO <br />City Attorney ��z4Z AJ � <br />t T BI(�O, CEO <br />izant Tec logies <br />By Tax ID # 20- 4880534 <br />JOANDOVAL <br />Chi Assistant City Attorney <br />RECOMMENDED FOR APPROVAL: <br />I <br />FRANCISCO GUT RREZ <br />Executive Director, <br />Finance & Management Services Agency <br />