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<br />203193300.19 -47- <br /> <br />(c) Terminate, breach or cause a default under any provision or term of any <br />contract, arrangement, agreement, license or commitment to which Operator is <br />a party. <br />24.1.7 Warranty of Services. In the performance of its services, Operator represents and <br />warrants that it has and will exercise the degree of professional care, skill, efficiency, <br />and judgment of those with special expertise in providing such services, and that it <br />carries and will maintain all applicable licenses, certificates, and registrations needed <br />for the work in current and good standing. <br />24.1.8 Neither Operator nor any of its officers, directors or senior management has committed <br />or been convicted (where such conviction is a final, non-appealable judgment or the <br />time to appeal such judgment has passed) of any criminal offense, including, but not <br />limited to, bribery or fraud, arising out of or in connection with (a) this Agreement, (b) <br />the award of this Agreement, or (c) any act to be taken pursuant to this Agreement by <br />MTC or its officers, employees or agents, or (d) the business activities and services to <br />be undertaken or provided pursuant to this Agreement. Operator shall promptly <br />terminate its relationship with any office, director or senior management of Operator <br />who is convicted (where such conviction is a final, non-appealable judgment or the <br />time to appeal such judgment has passed) of any criminal offense, including, but not <br />limited to, bribery or fraud, arising out of or in connection with: (i) this Agreement, (ii) <br />the award of this Agreement, (iii) any act to be taken pursuant to this Agreement by <br />MTC or its officers, employees or agents, or (iv) the business activities and services to <br />be undertaken or provided by Operator pursuant to this Agreement. <br />24.2 All representations and warranties contained in this Agreement shall survive the Term. <br /> <br /> <br /> <br />MISCELLANEOUS <br />25.1 Operator, MTC and the Participating Cites acknowledge and agree that the nature of the <br />Program requires extensive and ongoing long-term coordination among the Parties and the Participating <br />Cities. Accordingly, no later than 10 business days after the Effective Date, Operator, MTC and, in <br />accordance with the Coordination Agreement, each Participating City, shall designate an employee as its <br />designated representative (the “Designated Representative”) to be the principal contact of such party in its <br />dealings with the other parties in connection with the implementation of the Program. Any party may <br />change its Designated Representative in its sole discretion so long as notice of such change is given to the <br />other parties. <br />25.2 All notices, demands or requests under this Agreement shall be in writing and shall be <br />sufficiently given if sent by registered or certified mail, return receipt requested, by electronic mail <br />(email), by overnight mail, or by personal delivery, in each case to the address listed below, or to such <br />other location or person as any party may designate in writing from time to time. Any notice, demand or