MUNICIPAL WATER DISTRICT OF ORANGE COUNTY (11)

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confidential information and/or critical infrastructure information from the City to perform a service. 10. Indemnification 10.1. When WUE Programs provided in the City's water service area require participants to sign an application form that contains a release, waiver and/or indemnification, the application form shall specify that the release, waiver and/or indemnification covers both MWDOC and the City. 10.2. To the extent that MWDOC, including its staff or consultants, or the City, including its staff or consultants, performs any activities in connection with the programs or services provided as contemplated in this Agreement, each agrees to indemnify and hold the other harmless from any and all liability, claims, obligations, damages, and suits arising out of the activities it performs. 11. Jurisdiction and Venue 11.1. In all matters concerning the validity, interpretation, performance, or effect of this Agreement, the laws of the State of California shall govern and be applicable. The Parties hereby agree and consent to the exclusive jurisdiction of the courts of the State of California and that venue of any action brought hereunder shall be in Orange County, California. 12. Joint Drafting 12.1. All Parties have participated in the drafting of this Agreement. The Agreement may be signed in counterpart to facilitate processing. 13. Electronic Signatures 13.1. Notwithstanding any grant obligation to the contrary, the Uniform Electronic Transactions Act, California Civil Code section 1633.1 et seq., authorizes Parties to conduct business electronically. In accordance with California Civil Code section 1633.5, Parties acknowledge, consent and agree that transactions subject to this Agreement may be effectuated by electronic means through the use of electronic and/or digital signatures. For purposes of this section, an electronic signature means an electronic symbol or process logically associated with the intent to sign an electronic record pursuant to Civil Code section 1633(h). A digital signature, which is a type of electronic signature, means an electronic identifier, created by a computer, that is intended to have the same force and effect as the use of a manual signature under Government Code 16.5(d). An example of an electronic signature would be a JPG of a manual signature imposed onto this Agreement, an example of a digital signature would be the use of DocuSign or similar provider that requires an encrypted key that certifies the authenticity of the signature. MASTER AGREEMENT FOR SHARED PROGRAMS MWDOC & SANTA ANA 13 55401.00001 \29553757.1