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16.5. INDEPENDENT CONTRACTORS. Each Party will perform its duties under this Agreement as an independent contractor. The Parties and their personnel will not be considered to be employees or agents of the other Party. Nothing in this Agreement will be interpreted as granting either Party the right or authority to make commitments of any kind for the other. This Agreement will not constitute, create, or be interpreted as a joint venture, partnership or formal business organization of any kind. 16.6. HEADINGS AND SECTION REFERENCES. The section headings in this Agreement are inserted only for convenience and are not to be construed as part of this Agreement or as a limitation of the scope of the particular section to which the heading refers. This Agreement will be fairly interpreted in accordance with its terms and conditions and not for or against either Party. 16.7. GOVERNING LAW. This Agreement and all questions relating to is validity, interpretation, performance, and enforcement shall be governed by and construed in accordance with 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. 16.8. ENTIRE AGREEMENT. This Agreement, including all Exhibits, constitutes the entire agreement of the Parties regarding the subject matter of the Agreement and supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to this subject matter. This Agreement may be amended or modified only by a written instrument--- signed by authorized representatives of both Parties. The preprinted terms and conditions found on any Custorner purchase order, acknowledgment or other form will not be considered an amendment or modification of this Agreement, even if a representative of each Party signs that document. 16.9. NOTICES. Notices required under this Agreement to be given by one Party to the other must be in writing and either personally delivered or sent to the address shown below by certified mail, return receipt requested and postage prepaid (or by a recognized -courier service, such as Federal Express, UPS, or DHL), or by facsimile with correct answerback received, and will be effective upon receipt: PAAC: PAAC Incorporated Attn: Kathy Studer, Contracts 1229 Oak Valley Drive Ann Arbor, Michigan 48108 FAX 734-761-5368 CITY: Santa Ana Police Department Attn: Lt. John Gabelman, Training 60 Civic Center Plaza P.O. Box 1981 Santa Ana, California 92701 FAX 714- 245-8007 16.10. COMPLIANCE WITH APPLICABLE LAWS. Each Party will comply with all applicable federal, state, and local laws, regulatit;ins and rules concerning the performance of this Agreement or use of the Equipment. Santa Ana, CSA FAAC Page 8 2.6-06