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914. Legal Advice. Each party represents and warrants to the other the following: they <br /> <br /> have carefully read this Agreement, and in signing this Agreement, they do so with full <br /> knowledge of any right which they may have; they have received independent legal advice from <br /> their respective legal counsel as to the matters set forth in this Agreement, or have knowingly <br /> chosen not to consult legal counsel as to the matters set forth in this Agreement; and, they have <br /> freely signed this Agreement without any reliance upon any agreement, promise, statement or <br /> representation by or on behalf of the other party, or their respective agents, employees, or <br /> attorneys, except as specifically set forth in this Agreement, and without duress or coercion, <br /> whether economic or otherwise. <br /> 915. Jurisdiction/Venue. This Agreement has been executed in the State of California <br /> and the 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 parties <br /> further agree that Orange County, California, shall be the venue for any action or proceeding that <br /> maybe brought or arise out of, in connection with or by reason of this Agreement. <br /> 916. Miscellaneous. <br /> a. 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, and shall <br /> indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to <br /> City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. <br /> b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set <br /> forth in the body of this Agreement. <br /> 19 <br /> 25K-35 <br /> <br />