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(c) Written Amendment. This Agreement may only be changed by written amendment signed by REACH and the City Manager of the City or other authorized representative of the City, subject to any requisite authorization by the City Council. Any oral representations or modifications concerning this Agreement shall be of no force or effect. (d) Ser bi 't . If any provisions of this Agreement is held by any court of competent jurisdiction to be invalid, illegal, void, or unenforceable, such portion shall be deemed severed from this Agreement, and the remaining, provisions shall nevertheless continue in Rill force and effect as folly as though such invalid, illegal, or unenforceable portion had never been part of this Agreement. (e) Order of Precedence. In case of conflict between the terms of this Agreement and the terns contained in any document attached as an exhibit or otherwise incorporated by reference, the terms of this Agreement shall strictly prevail. (f) Choice of Forum. The parties hereby agree that this Agreement is to be executed In accordance with the applicable laws of the State of California, is entered into and is to be performed in the City of Santa Ana and that all claims or controversies arising out of or related to performance under this Agreement shall be submitted to and resolved in a forum within the City of Santa Ana at a place to be determined by the rules of the forum. 11. TIME OF ESSENCE. Time is strictly of the essence of this Agreement and each and every covenant, term and provision hereof: 12, AMIORITY OF REACH, REACH hereby represents and warrants to the City that REACH has the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, and its execution of this Agreement has been duly authorized. 13. NOTICES. Any notice or demand to be given by one party to the other shall be given in writing and by personal delivery or prepaid first-class, registered or certified mail, addressed as follows. Notice simply to the City of Santa Ana or any other City department is not adequate notice. To City; Clerk of the City Council City of Santa Ana 20 Civic Center Plaza. GM-301 P.O. Box 1989 Santa Ana, CA 92702-1988 Fax 714- 647-6956