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that Orange County, California, shall be the venue for any action or proceeding that may be brought or <br />arise out of, in connection with or by reason of this Agreement. <br />25. INTERPRETATION: The terms and conditions of this Agreement shall be construed pursuant to their <br />plain, ordinary meaning and shall not be interpreted against the maker. <br />26. ASSIGNMENT: The Administrator shall not assign, sublet, transfer by operation of law, or otherwise <br />any or all of its rights, burdens, duties, or obligations of this Agreement without the prior, written consent <br />of the City. <br />27. CONFLICT OF INTEREST: The Administrator shall avoid all conflicts of interest or appearance of <br />conflicts of interest in performance of this Agreement. <br />28. ENTIRE CONTRACT: This instrument contains the entire Agreement between the parties relating to <br />the rights herein granted and obligations herein assumed. Any oral representations or modifications <br />concerning this instrument shall be of no force or effect. Subsequent modifications shall be made in <br />writing with the agreement of the parties. <br />25. COUNTER -PARTS: Two complete originals of this Agreement will be prepared and executed by the <br />Parties. Either of these originals may be treated as the sole agreement without reference to the other. <br />ADMINSURE, INC. <br />3380 Shelby Street <br />Ontario, CA 91764 <br />ALITHIA VARGAS-FLORES <br />President <br />ATTEST: CITY OF SANTA ANA <br />MARIA D. HUIZAR RAUL GODINEZ, II <br />Clerk of Council City Manager <br />APPROVED AS TO FORM: RECOMMENDED FOR APPROVAL: <br />SONIA R. CARVALHO <br />City Attorney <br />By: - RIJ YOU w <br />Laura A. Rossini STEVEN V. PHAM <br />Senior Assistant City Attorney Executive Director of Human Resources