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Pleasanton, CA. 94588 ATTN: Legal If to Customer: Jennifer L. Hall City Clerk City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Jack Ciulla Chief Technology Innovations Officer Information Technologies Department City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 6.11. Authority. Each individual executing this Agreement on behalf of a corporation, nonprofit corporation, partnership or other entity or organization, represents and warrants that he or she is duly authorized to execute and deliver this Agreement on behalf of such entity or organization and that this Agreement is binding upon the same in accordance with its terms. 6.12. Disputes. Any controversy, dispute or claim arising out of, or relating to, the interpretation of this Agreement shall be fist subject to a thirty (30) day negotiation period between the parties in which each party shall disclose to the other all non -confidential documents, facts, statements and any other relevant information which may have any bearing on this dispute. 6.13. Governing Law; Entire, Agreement. This Agreement, will be governed by the laws of the state of the State of California, constitutes the entire Agreement between the parties and supersedes all prior oral and written proposals and communications. This Agreement takes precedence over the language of any implementing Customer purchase order or similar document. No modification to this Agreement is effective unless in writing and signed by both parties. 6.14. Severability. If any provision of this Agreement is found to be illegal or unenforceable, then such provision shall be modified to the minimum extent necessary, in conformance with the intention of the parties, to cure such invalidity or unenforceability, and the remaining provisions shall continue in full force and effect. 6.15. Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Signatures of parties on copies transmitted by facsimile or electronic signature shall be considered as signed original documents. 6.16. Construction; Section Headings. The parties agree that this Agreement shall be fairly interpreted in accordance with its terms without any strict construction in favor or against either party, and that any ambiguity shall not be interpreted against the drafting party. The section headings in this Agreement have been inserted merely for convenience, are not a part of this Agreement, and shall not affect the rights and obligations of the parties or the meaning of the Ianguage in this Agreement. 6.17. Survival. Sections 4-6 shall survive the expiration or termination of this Agreement PH MSA Page 7 of 8 Rev. 4.30.2022