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<br /> <br /> <br /> <br /> 11. TERMINATION <br /> This Agreement may be terminated by either party upon thirty (30) days written notice of <br /> termination to the other party. <br /> 12. JURISDICTION - VENUE <br /> This Agreement and all questions relating to its validity, interpretation, performance, and <br /> enforcement shall be governed and construed in accordance with the laws ofthe State of <br /> California. Both parties further agree that Orange County, California, shall be the venue for any <br /> action or proceeding that may be brought or arise out of, in connection with or by reason ofthis <br /> Agreement. <br /> 13. MISCELLANEOUS PROVISIONS <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 ofthe 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 City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.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 /> b. All Exhibits referenced herein and attached hereto shall be incorporated as iffully set <br /> forth in the body ofthis Agreement. <br /> IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year <br /> first above written. <br /> CITY OF SANTA ANA <br /> ATTEST: <br /> MARIA D. HUIZAR DAVID N. REAM <br /> Clerk ofthe Council City Manager <br /> APPROVED AS TO FORM: <br /> n /,I'm <br /> I771. i', 5/ OQ~~ <br /> 4JOSEPH TCHE ADVANCED SYSTEMS GROUP <br /> City Attorney <br /> RECOMMENDED FOR APPROVAL: <br /> (NAME) ,~Csl9t~ ~.Si~ <br /> _ (Title) <br /> FRANCISSCCO GUUTIERREZ- <br /> Executive Director - FMSA <br />