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<br />914. Legal Advice. Each party represents and warrants to the other the following: they <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 /> <br />915. JurisdictionNenue. 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 />may be brought or arise out of, in connection with or by reason of this Agreement. <br /> <br />916. Miscellaneous. <br /> <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 ofthis 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City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.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 /> <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 /> <br />19 <br />