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8. Jurisdiction and Venue. This Agreement is executed and is to be performed in Orange <br />County, California, and any action or proceeding brought relative to this Agreement shall <br />be heard in the appropriate court in the County of Orange, California. CITY and <br />BOWERS each consent to the personal jurisdiction of the court in any such action or <br />proceeding. <br />9. Severability. If any term or provision of this Agreement is found to be invalid or <br />unenforceable, CITY and BOWERS both agree that they would have executed this <br />Agreement notwithstanding the invalidity of such tenn or provision. The invalid terns or <br />provision may be severed from the Agreement and the remainder of the Agreement may <br />be enforced in its entirety. <br />10. Headings. The headings of each Section of this Agreement are for the purposes of <br />convenience only and shall not be construed to either expand or limit the express terms <br />and language of each Section. <br />11. Representations of the Parties. Each person signing this Agreement on behalf of a Party <br />which is not a natural person hereby represents and warrants to the other Party that all <br />necessary legal prerequisites to that Party's execution of this Agreement have been <br />satisfied and that he or she has been authorized to sign this Agreement and bind the Party <br />on whose behalf he or she signs. <br />IN WITNESS WHEREOF, this Agreement has been executed by the Parties to be <br />effective as of the Effective Date. <br />ATTEST: <br />MARIA D. HUIZAR <br />Clerk of the Council <br />APPROVED AS TO FORM: <br />SONIA R. CARVALHO <br />City Attorney <br />City <br />CHARLES W. BOWERS MUSEUM CORPORATION <br />BY: --" UNCr i� <br />Title: D <br />CITY OF SANTA ANA <br />DAVID CAVAZOS <br />City Manager <br />Page 3 of 3 <br />