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City of Santa Ana <br />Federal law to perform the 9-1-1 Emergency Transportation Services contemplated by <br />this Agreement, and shall maintain all appropriate licenses during the performance of this <br />Agreement. <br />C. It has expertise in the provision of 9-1-1 Emergency Transportation Services as that <br />term is defined in this Agreement; <br />D. It carefully considered how the 9-1-1 Emergency Transportation Services should be <br />performed; and <br />E. It fully understands the difficulties and restrictions attending the performance of the 9- <br />1-1 Emergency Transportation Services under this Agreement. <br />19. Validity <br />The invalidity in whole or in part of any provision of this Agreement shall not void or <br />affect the validity of any of the other provisions of this Agreement. <br />20. Governing Law <br />This Agreement shall be governed by and construed in accordance with the laws of the <br />State of California. Any legal action relating to or arising out of this Agreement shall be subject <br />to the jurisdiction of the County 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 the <br />covenants and agreements between the parties with respect to said matter, and each party to this <br />Agreement acknowledges that no representations, inducements, promises or agreements, orally <br />or otherwise, have been made by any party, or anyone acting on behalf of any party, which are <br />not embodied herein, and that any other agreement or modification of this Agreement shall be <br />effective only if executed in writing and signed by both CITY OF SANTA ANA, OCFA, and <br />CONTRACTOR. <br />22. Attorney's Fees <br />In the event any legal proceeding is instituted to enforce any term or provision of this <br />Agreement, the prevailing party in said legal proceeding shall be entitled to recover attorneys' <br />fees and costs from the opposing party in an amount determined by the Court to be reasonable. <br />23. Representatives and Notices <br />Phase 2 RFP: Emergency Ambulance Transportation and Related Services Page 92 <br />June 14, 2012 <br />25F-111