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EXHIBIT 1 <br />laws of the State of California. This Agreement has been executed and delivered in the <br />State of California and the validity, interpretation, performance, and enforcement of any <br />of the clauses of this Agreement shall be determined and governed by the laws of the <br />State of California. Both parties further agree that Orange County, California, shall be <br />the venue for any action or proceeding that may be brought or arise out of, in connection <br />with or by reason of this Agreement. <br />15. PROFESSIONAL LICENSES <br />Consultant shall, throughout the term of this Agreement, maintain all necessary <br />licenses, permits, approvals, waivers, and exemptions necessary for the provision of the <br />services hereunder and required by the laws and regulations of the United States, the <br />State of California, the City of Santa Ana and all other governmental agencies. <br />Consultant shall notify the City immediately and in writing of her inability to obtain or <br />maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall <br />be cause for termination of this Agreement. <br />16. MISCELLANEOUS PROVISIONS <br />a. Each undersigned represents and warrants that its signature hereinbelow has the <br />power, authority and right to bind their respective parties to each of the terms of this <br />Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, <br />for any injuries or damages to City in the event that such authority or power is not, in fact, <br />held by the signatory or is withdrawn. <br />b. All Exhibits referenced herein and attached hereto shall be incorporated as if <br />fully set forth in the body of this Agreement. <br />c. Accounts receivable for traffic or parking citations shall not be assigned by City <br />to Consultant under the terms of this Agreement. Accounts receivable for alarm permits or <br />false alarm charges may be no longer be assignable by City to Consultant effective January <br />1, 2020. <br />d. In the event the provisions or the construction of terms of any Exhibit to this <br />Agreement conflict with the provisions or construction of terms of these Recitals, then <br />the provisions or construction of terms of these Recitals shall prevail. <br />/// <br />{Signatures on following page} <br />H <br />25H-12 <br />