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8. ASSIGNMENT <br />CMS agrees not to assign or transfer any of its obligations under this agreement without the prior <br />written consent of the City, whose consent shall not be unreasonably withheld. <br />9. VENUE <br />This Agreement has been executed and delivered in the State of California and the <br />validity, interpretation, performance, and enforcement of any of the clauses of this Agreement <br />shall be determined and governed by the laws of the State of California. Both parties further <br />agree that Orange County, California, shall be the venue for any action or proceeding that may be <br />brought or arise out of, in connection with or by reason of this Agreement. <br />10. CONFIDENTIALITY <br />If CMS receives from the City information which due to the nature of such information is <br />reasonably understood to be confidential and/or proprietary, CMS agrees that it shall not use or <br />disclose such information except in the performance of this Agreement, and further agrees to <br />exercise the same degree of care it uses to protect its own information of like importance, but in <br />no event less than reasonable care. <br />11. NOTICE <br />Any notice, tender, demand, delivery, or other communication pursuant to this <br />Agreement shall be in writing and shall be deemed to be properly given if delivered in person or <br />mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other <br />telegraphic communication in the manner provided in this Section, to the following persons: <br />To City: Clerk of the City Council <br />City of Santa Ana <br />20 Civic Center Plaza (M-30) <br />P.O. Box 1988 <br />Santa Ana, CA 92702-1988 <br />Fax 714- 647-6956 <br />With courtesy copy to: Parks, Recreation & Community Services Agency <br />City of Santa Ana <br />26 Civic Center Plaza (M-75) <br />P.O. Box 1988 <br />Santa Ana, California 92702 <br />Fax 714- 571-4221 <br />To CMS: Card Meter System, Inc. <br />Randy Nason <br />5325 E. Elena Avenue <br />Mesa, AZ 85206 <br />Fax 888-267-1602 <br />A party may change its address by giving notice in writing to the other party. Thereafter, <br />any communication shall be addressed and transmitted to the new address. If sent by mail, <br />communication shall be effective or deemed to have been given three (3) days after it has been <br />