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This AGREEMENT has been executed and delivered in the State of California and the <br />validity, interpretation, performance, and enforcement of any of the clauses of this <br />AGREEMENT shall be determined and governed by the laws of the State of California. Both <br />parties further agree that Orange County, California, shall be the venue for any action or <br />proceeding that may be brought or arise out of, in connection with or by reason of this <br />AGREEMENT. <br />19. Severability. <br />If any part of this AGREEMENT is found to conflict with applicable local or state laws or <br />regulations, such part shall be inoperative, null and void insofar as it conflict with said laws or <br />regulations, or may be modified or suspended as may be necessary to comply with any local <br />or state law or regulation but the remainder of the AGREEMENT shall continue in full force <br />and effect. <br />20. Counterparts. <br />This AGREEMENT may be executed in counterparts, each of which shall be deemed an <br />original but all of which together shall constitute one and the same instrument. The execution <br />of this AGREEMENT may be by actual, facsimile or electronic signature. <br />21. Disclaimer. <br />Despite California's commercial cannabis laws and the terms and conditions of this <br />AGREEMENT or any Regulatory Safety Permit issued pertaining to OPERATOR or the <br />hereinabove specified property location, California commercial cannabis cultivators, <br />transporters, distributors, cannabis testing facility/laboratory businesses or possessors may <br />still be subject to arrest by state or federal officers and prosecuted under state or federal law. <br />The Federal Controlled Substances Act, 21 USC § 801 et. seq., prohibits the manufacture, <br />manufacturing, and possession of cannabis without any exemptions for medical or non - <br />medicinal use. <br />22. Authority to Bind. <br />Each undersigned represents and warrants that its signature hereinbelow has the power, <br />authority and right to bind their respective parties to each of the terms of this AGREEMENT, <br />and shall indemnify CITY fully, including reasonable costs and attorney's fees, for any injuries <br />or damages to CITY in the event that such authority or power is not, in fact, held by the <br />signatory or is withdrawn. <br />-Signature Page Below- <br />7 <br />