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