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13 <br />AGREEMENT shall be determined and governed by the laws of the State of California. <br />Both parties further agree that Orange County, California, shall be the venue for any action <br />or proceeding that may be brought or arise out of this AGREEMENT. <br />23. Severability. <br />If any part of this AGREEMENT is found to conflict with applicable local, state, or <br />federal laws or regulations, such part shall be inoperative, null and void insofar as it conflicts <br />with said laws or regulations, or may be modified or suspended as may be necessary to <br />comply with any local, state, or federal law or regulation, but the remainder of the <br />AGREEMENT shall continue in full force and effect. <br />24. Counterparts. <br />This AGREEMENT may be executed in counterparts, each of which shall be deemed <br />an original but all of which together shall constitute one and the same instrument. The <br />execution of this AGREEMENT may be by actual, facsimile or electronic signature. <br />25. Authority to Bind. <br />Each undersigned represents and warrants that its signature hereinbelow has the <br />power, authority and right to bind their respective parties to each of the terms of this <br />AGREEMENT, and shall indemnify CITY fully, including reasonable costs and attorney’s <br />fees, for any injuries or damages to CITY in the event that such authority or power is not, in <br />fact, held by the signatory or is withdrawn. <br />// <br />// <br />// <br />{Signature page follows}