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with the rules of the American Arbitration Association then in effect the parties agree that the place <br />of arbitration shall be the county in which the park is located, and the prevailing party shall be <br />entitled to reasonable attorney's fees. <br />9. You agree to indemnify and hold us and any Clinton Mobile Estates, inc. owner or employee <br />harmless from any and all costs, expenses, claims or liabilities that may be caused by the <br />installation of any mobilehome at the above described space, and for any and all acts or omissions <br />of your employees or agents arising out of the performance of your duties and obligations under <br />this Agreement, including but not limited to any and all claims, demands, injuries or causes of <br />action which may be brought against us or any Clinton Mobile Estates, Inc. owner, together with all <br />costs and expenses (including reasonable attorney's fees) incurred by us or any Clinton Mobile <br />Estates, Inc. owner on account of same. <br />10. Retailer shall not delegate any work to be performed under this Agreement without the prior written <br />consent of Clinton Mobile Estates, Inc.. <br />11. This Agreement shall be governed by the laws of the State of California, and if any term, provision, <br />or condition of this Agreement shall be determined to be unenforceable or invalid, the remainder of <br />the Agreement shall not be affected thereby, and shall remain in full force and effect. <br />12. Any notice required or permitted under Agreement may be given by certified or registered mail, <br />return-receipt requested, at the following addresses: <br />Clinton Mobile Estates, Inc. <br />1300 N. Clinton Street, Space 1 <br />Santa Ana, CA 92703 <br />C/O Vadette Mariscal <br />Retailer: City of Santa Ana <br />Santa Ana, California <br />13. Retailer and Clinton Mobile Estates, Inc. agree that this Agreement and any documents referred to <br />herein constitute the entire agreement as negotiated between the parties pertaining to the subject <br />matter contained in it, and supersedes all prior and contemporaneous agreements, representations, <br />and understandings of the parties, whether expressed in writing or implied by conduct. Further, <br />Retailer and Clinton Mobile Estates, Inc. agree that this is a negotiated agreement, and any <br />interpretation of it shall be deemed to have been written by both parties. No supplement, <br />modification, or amendment of this Agreement shall be binding unless executed in writing by all <br />the parties. No waiver shall be binding unless executed in writing by the party making the waiver. <br />This Agreement shall not be altered or modified or amended except in writing properly executed by <br />Retailer and Vadette Mariscal or John Grant of Clinton Mobile Estates, Inc.. This Agreement is <br />intended to insure to the benefit of each Park Owner as a third party beneficiary. <br />14. This Agreement shall terminate upon the earliest of (i) the sale of the home to a Resident <br />(acceptable to the Park) who has executed all applicable tenancy documents; or (ii) one year from <br />the date hereof; or (iii) a default by Retailer. Upon the termination of this Agreement under clauses <br />(ii) or (iii) of the immediately preceding sentence, Retailer shall remove the mobilehome from the <br />Park within ten (10) days upon the request of the Park. <br />15. Retailer shall be deemed in "default" under this Agreement upon written notice from Clinton <br />Mobile Estates, Inc. of a default of any covenant, condition or term hereof by Retailer which <br />