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20. 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 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. Consultant shall notify the City inunediately 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 /> 21. FEDERAL REGULATIONS <br /> Consultant shall comply with all applicable contractual provisions required by the United <br /> States Office of Management and Budget(OMB),as set for the in 2 CRF Part 200,whether or not <br /> expressly set forth in this document, including but not limited to those provisions set forth in <br /> Exhibit B:Federal Contract Provisions, attached hereto and incorporated herein by reference. <br /> Notwithstanding, anything to the contrary herein, including without limitation, the <br /> language in this Agreement, the actual language contained in federal statutes, federal regulations, <br /> federally promulgated materials and state statutes, shall control in determining any obligations <br /> under federal law in the event of a conflict with any terms, language or provisions contained in <br /> this Agreement. Consultant shall not perform any act,fail to perfonn any act, or refuse to comply <br /> with any requests,which would cause City to be in violation of the federal terms and conditions. <br /> Subcontracts,if any,shall contain a provision making them subject to all of the provisions <br /> stipulated in this Agreement. With respect to any conflict between such federal requirements <br /> and the terms of this Agreement and/or the provisions of state law and except as otherwise <br /> required under federal law or regulation, the more stringent requirement shall control. <br /> 22. 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 /> [signatures appear on following page] <br /> Page 9 of 10 <br />