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0 <br />City of Santa Ana <br />C. It has expertise in the provision of 9-1-1 Emergency Transportation Services <br />as that term is defined in this Agreement; <br />D. It carefully considered how the 9-1-1 Emergency Transportation Services <br />should be performed; and <br />E. It fully understands the difficulties and restrictions attending the performance of <br />the 9-1-1 Emergency Transportation Services under'this Agreement. <br />19. Validity <br />The invalidity in whole or in part of"anyp�ov'ision of'this•Agreement shall not void <br />or affect the validity of any of the other provisions of this Agreement. <br />20. Governing Law <br />This Agreement shall be governed by arld,construed in accordance4ith the laws <br />of the State of California. Any legal action relating to.or"arising out of this Agreement shall <br />be subject to the jurisdiction of the•Countq of -Orange', California. <br />21. Entire Agreement <br />This Agreement supersedes any and all other agreements whether oral or written, <br />between the parties' hereto with respect to'the subject matter hereof, and contains all of <br />the covenants and agreements'between the parties with respect to said matter, and each <br />party to this Agreement acknowledges that no representations, inducements, promises <br />or agreements, orally or otherwise, have been made by any party, or anyone acting on <br />behalf,of'any party, which are 'bt\embodibd herein, and that any other agreement or <br />modificatioh.of this Agreement shall be effective only if executed in writing and signed by <br />both CITY OF SANTA ANA and CONTRACTOR. <br />22. Attorney's Fees <br />I <br />In the event any legal, proceeding is instituted to enforce any term or provision of <br />this Agreement, the prevailing party in said legal proceeding shall be entitled to recover <br />attorneys' fees and costs from the opposing party in an amount determined by the Court <br />to be reasonable. <br />23. Representatives and Notices <br />The City Manager or his designee shall be the representative of the CITY. The <br />OCFA Fire Chief or his designee shall be the representative of OCFA. For the purposes <br />of this Agreement the City Manager may issue all administrative consents, approvals, <br />City of Santa Ana Page 1 107 <br />Fire/EMS Emergency Ambulance Transportation and Related Services <br />Request for Proposals: # 18-059 <br />August 28, 2018 <br />19D-117 <br />