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Agreement. Contractor will give notice immediately if any required license is <br />revoked or suspended. Failure to have or suspension of any required <br />license will be immediate grounds for termination of this Agreement. <br />L. ASSIGNMENT <br />Inasmuch as this contract is intended to secure the specialized services of <br />contractor, contractor may not assign, transfer, delegate or subcontract any <br />interest herein without the prior written consent of City and any such assignment, <br />transfer, delegation or subcontract without the City's prior written consent shall <br />be considered null and void. <br />M. JURISDICTION -- VENUE <br />This contract 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 <br />contract shall be determined and governed by the laws of the State of California. <br />Both parties further agree that Orange County, California, shall be the venue for <br />any action or proceeding that may be brought or arise out of, in connection with <br />or by reason of this contract. <br />P. FINES <br />The contractor shall be liable for all violation fines levied against the City by <br />federal, state, or local agencies with regulatory authority related to contractor <br />provided services. <br />The contractor shall keep records of transportation and hospital guard services <br />as outlined by the Santa Ana Jail Manager. These records will include the <br />inmate /detainee's name, date, times of arrival and departure, and any other <br />relevant information depending on the circumstances. <br />R. MISCELLANEOUS PROVISIONS <br />a. Each undersigned represents and warrants that its signature hereinbelow has <br />the power, authority and right to bind their respective parties to each of the terms <br />of this Agreement, and shall indemnify City fully, including reasonable costs and <br />attorney's fees, for any injuries or damages to City in the event that such <br />authority or power is not, in fact, held by the signatory or is withdrawn. <br />All Exhibits referenced herein and attached hereto shall be incorporated as if <br />fully set forth in the body of this Agreement. <br />