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applicable federal, state and local laws and regulations <br />17. JURISDICTION - VENUE <br />This Agreement has been executed and delivered in the State of California and the validity, <br />interpretation, performance, and enforcement of any of the clauses of this Agreement shall be <br />determined and governed by the laws of the State of California. Both parties further agree that Orange <br />County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in <br />connection with or by reason of this Agreement. <br />18. DISPUTE RESOLUTION /ARBITRATION - Prior to pursuing arbitration on any dispute or claim, <br />both parties (CONSULTANT and CITY) must attempt in good faith to negotiate a settlement with each <br />other, through direct personal contact of a member of the board of directors of the parties or designated <br />party. If meeting is not successful in resolving the dispute within thirty (30) days after it is held, either <br />party may initiate facilitated negotiations or arbitration. <br />a. In the unlikely event that a dispute between the parties (CONSULTANT and CITY) arises <br />under or in connection with this Agreement or its performance, including any dispute <br />regarding the validity or enforceability of this Agreement or any portion of this Agreement, <br />the parties agree that it shall be resolved by facilitated negotiations or arbitration. This <br />paragraph does not apply to any claims bought by a third party or to the rights to indemnify <br />or contribution related to such claims which must be asserted in the forum in which the <br />claim is pending or any claim or dispute relating to services pursuant to an engagement <br />letter, in which case the terms of the engagement letter shall govern. <br />b. CONSULTANT and CITY herby waive their respective rights to trial by jury for any cause of <br />action, claim, counterclaim, or cross - complaint in any action, proceeding, and /or hearing <br />brought by either CONSULTANT against CITY or CITY against CONSULTANT on any <br />matter arising out of, or in any way connected with this Agreement, the relationship of <br />CONSULTANT and CITY, or any claim of injury or damage, or the enforcement of any <br />remedy under any law, statue, or regulation, emergency or otherwise, now or hereafter in <br />effect. <br />19. PROFESSIONAL LICENSES <br />a. CONSULTANT shall, throughout the term of this Agreement, maintain all necessary <br />licenses, permits, approvals, waivers, and exemptions necessary for the provision of the <br />services hereunder and required by the laws and regulations of the United States, the State <br />of California, the CITY of Santa Ana and all other governmental agencies. CONSULTANT <br />shall notify the CITY immediately and in writing of its inability to obtain or maintain such <br />permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for <br />termination of this Agreement. <br />CONSULTANT warrants and represents that it possesses (and will continue to possess <br />throughout the term of this Agreement) all individual and corporate licenses required to <br />provide the products and /or services provided, products sold and /or licensed and forms <br />utilized pursuant to this Agreement are (and will remain throughout the term of this <br />Agreement) in compliance with all federal and state laws and regulations. CITY agrees that <br />in the event one or more municipal permits is required for the operation of the alarm /security <br />system, all such permits will be acquired and paid for by CITY. <br />251 -12 <br />