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and the validity, interpretation, performance, and enforcement of any of the clauses of this Master Renewal 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 Master Renewal Agreement. 16. PROFESSIONAL LICENSES CONSULTANT shall, throughout the term of this Master Renewal 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 CITY immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Master Renewal Agreement. 17. COORDINATION OF WORK OR SERVICES (a) Contract Officer CITY will appoint a Contract Officer who will be in charge of the contract maintenance. The CITY'S appointed Contract Officer shall be the City Manager, or designee of the City Manager. CITY's Contract Officer shall have authority to enter into Change Orders with CONSULTANT pursuant to this Master Renewal Agreement. It shall be CONSULTANT's responsibility to assure that CITY's Contract Officer is kept informed of the progress of the performance of the consulting services set forth in this Master Renewal Agreement and CONSULTANT shall refer any decisions which must be made by CITY to the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of CITY required hereunder to carry out the terms of this Master Renewal Agreement. Unless otherwise specified herein, any approval of CITY required hereunder shall mean the approval of the Contract Officer. All notices regarding consulting services or requested changes in said Master Renewal Agreement together with all requests for adjustment in the contract and/or the time to perform this Master Renewal Agreement are subject to the written approval of CONSULTANT. 18. ADDITIONAL WORK OR SERVICES (a) Extra Work or Services CITY shall have the right at any time during the performance of the work or services set forth in this Master Renewal Agreement, without invalidating said Master Renewal Agreement or any amendments thereto, to elect to exercise any existing option specified in the Scope of Services for extra work or services directly related to the general scope of services, including third party integrations to allow City fullest access to agreed -to services and support, or to change the time or manner of delivery of any work or services, or to order extra work or services pursuant to a duly executed Change Order or to expend previously appropriated, but unspent contingency funds authorized to be carried forward by the Executive Director of Finance and Management Services to cover expenses for work or services agreed to by the PARTIES but exceeding any annual City fiscal year compensation amount cap initially specified under the Compensation provisions of this Agreement or thereby make changes by altering, adding to or deducting from said work or services. (b) Change Order No extra work or services as set forth in subsection (a) above may be undertaken unless a written "Change Order" is first signed by the Contract Officer to the CONSULTANT, incorporating therein 12