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12. JURISDICTION — VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 13. VALIDITY The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 14. FINES The Consultant shall be liable for all violation fines levied against the City by federal, state, or local agencies with regulatory authority related to Consultant provided services. 15. CONFIDENTIALITY If Consultant receives information from the City which, due to the nature of such information, is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in performance of this Agreement, and further agrees to exercise reasonable care to protect such information. "Confidential Information" shall include all nonpublic information in all forms: written, oral, visual, electronic, or any other means. Confidential information which is disclosed to either party by any subsidiary or agent is also covered by this Agreement. 16. PROFESSIONAL LICENSE Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 17. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by facsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702-1988