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17. JURISDI TION VENUE This Agreement has been executed and delivered in the <br />State of California and the validity, interpretation, performance, and enforcement of any of the <br />clauses of this Agreement shall be determined and governed by the laws of the 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 of this <br />Agreement. <br />18. MISCELLANEOUS PROVISIONS Each undersigned represents and warrants that its <br />signature herein below has the power, authority and right to bind their respective parties to each <br />of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and <br />attorney's fees, for any injuries or damages to City in the event that such authority or power is <br />not, in fact, held by the signatory or is withdrawn. <br />19. COUNTERPARTS: SIGNATURES This Agreement may be executed in counterparts, <br />secured via facsimile or e-mail transmission or otherwise, each of which shall be deemed to be <br />an original. Photocopies of any executed counterpart shall have the same force and effect as an <br />original. <br />IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year <br />first above written, <br />ATTEST: <br />v <br />r <br />/1 + <br />Maria D. HuizarClerk of the Council <br />,°•,° <br />RECOMMENDED FOR APPROVAL: <br />CITY OF SANTA ANA <br />Raul Godinez 11 <br />City Manager <br />COTA COLE & HUBER LLP <br />tatty t+ttorney vrnce rarmer <br />APPROVED AS TO FORM <br />SONIA R. CARVALHO <br />Sandra warzmann ry <br />SeDio Assistant City Attorney <br />