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N-2022-172 <br />17. PROFESSIONAL LICENSES <br />Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, <br />permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder <br />and 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. Contractor shall notify the City immediately and <br />in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and <br />exemptions. Said inability shall be cause for termination of this Agreement. <br />18. MISCELLANEOUS PROVISIONS <br />a. Each undersigned represents and warrants that its signature herein below has the <br />power, authority and right to bind their respective parties to each of the terms of <br />this Agreement, and shall indemnify City fully, including reasonable costs and <br />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or power is not, in fact, held by the signatory or is withdrawn.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 <br />set forth in the body of this Agreement. <br />C. The City agrees to the terms and conditions set forth in Exhibit A with exception <br />to Section 1. INDEMNITYiHOLD HARMLESS and Section 2. <br />ASSUMPTION OF RISK/BELEASE-DISCHARGE OF LIABILITY. <br />d. In the event of any conflict or inconsistency between the terms and conditions in <br />this Agreement and any terms or conditions set forth in any Exhibit, purchase <br />order, or other document relating to the transactions contemplated by this <br />Agreement, the terms and conditions set forth in this Agreement shall prevail. <br />e. This Agreement is the final and complete agreement and any prior or <br />contemporaneous agreement(s) for similar services between the parties is <br />superseded by this Agreement. <br />IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first <br />above written. <br />ATTEST: CITY OF SANTA ANA <br />WSW VMPJ a. <br />DAISY GOMEZ KRISTINE RIDG <br />Clerk of the Council City Manager <br />[signatures continued on next page] <br />Page 8 of 9 <br />