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14. Laws Governing this Agreement <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 of the State of California. This <br />Agreement has been executed and delivered in the State of California and the validity, interpretation, <br />performance, and enforcement of any of the clauses of this Agreement shall be determined and governed <br />by the laws of the State of California. Both parties further agree that Orange County, California, shall be <br />the venue for any action or proceeding that may be brought or arise out of, in connection with or by <br />reason of this Agreement. <br />15. Exclusivity and Amendment of Agreement <br />This Agreement, along with any and all related exhibits and attachments, supersedes all other <br />agreements, either oral or written, between the parties hereto with respect to the retention of Vendor by <br />the City, and contains all the covenants between the parties with respect to such employment. Each party <br />to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or <br />otherwise, have been made by any party, or anyone acting on behalf of any party which are not embodied <br />herein, and that no other agreement or amendment hereto shall be effective unless executed in writing and <br />signed by both the City and Vendor. <br />16. Miscellaneous Provisions <br />a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority <br />and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City <br />fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such <br />authority or power is not, in fact, held by the signatory or is withdrawn.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 forth in the <br />body of this Agreement. <br />IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above <br />written. <br />ATTEST: CITY OF SANTA ANA <br />Maria D. Huizar <br />Clerk of the Council <br />APPROVED AS TO FORM: <br />Joseph Straka <br />Interim City Attorney <br />By: <br />Laura Sheedy <br />Assistant City Attorney <br />Paul Walters <br />Interim City Manager <br />PACIFIC SERVICES, INC. <br />VENDOR [signature] <br />Name: <br />Title: <br />Tax ID# <br />6 <br />25E-10