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City of Santa Ana <br />20. Governing Law <br />This Agreement shall be governed by and construed in accordance with the laws <br />of the State of California. Any legal action relating to or arising out of this Agreement <br />shall be subject to the jurisdiction of the County of Orange, California. <br />21. Entire Agreement <br />This Agreement supersedes any and all other agreements whether oral or <br />written, between the parties hereto with respect to the subject matter hereof, and <br />contains all of the covenants and agreements between the parties with respect to said <br />matter, and each party to this Agreement acknowledges that no representations, <br />inducements, promises or agreements, orally or otherwise, have been made by any <br />party, or anyone acting on behalf of any party, which are not embodied herein, and that <br />any other agreement or modification of this Agreement shall be effective only if <br />executed in writing and signed by both CITY OF SANTA ANA and CONTRACTOR. <br />22. Attorney's Fees <br />In the event any legal proceeding is instituted to enforce any term or provision of <br />this Agreement, the prevailing party in said legal proceeding shall be entitled to recover <br />attorneys' fees and costs from the opposing party in an amount determined by the Court <br />to be reasonable. <br />23. Representatives and Notices <br />The City Manager or his designee shall be the representative of the CITY. The <br />OCFA Fire Chief or his designee shall be the representative of OCFA. For the purposes <br />of this Agreement the City Manager may issue all administrative consents, approvals, <br />directives and agreement on behalf of the CITY OF SANTA ANA. The OCFA Fire Chief <br />on behalf the CITY OF SANTA, may issue operational directives required by this <br />Agreement, except as otherwise expressly provided in this Agreement. <br />shall be the representative of <br />CONTRACTOR for purposes of this Agreement and may issue all consents, approvals, <br />directives and agreements on behalf of CONTRACTOR, called for by this Agreement, <br />except as otherwise expressly provided in this Agreement. All notices and written <br />communications sent by one party to the other shall be personally delivered or sent by <br />registered or certified U.S. Mail, postage prepaid, return receipt requested, to the <br />following addresses indicated below: <br />City of Santa Ana Page 1 109 <br />Fire/EMS Emergency Ambulance Transportation and Related Services <br />Request for Proposals: # 18-059 <br />August 28, 2018 <br />250-145 <br />