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said City Attorney at all stages, and that they shall at all times keep the City Attorney informed of <br />all matters pertaining thereto. Attorneys further agree, that if and when their employment hereunder <br />is terminated by City, as hereinafter specified, they shall return to City Attorney any and all files <br />then in their possession concerning each and every matter or proceeding in which they represented <br />the City pursuant to this Agreement. <br />14. 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 of the State of <br />California. This Agreement has been executed and delivered in the State of California and the <br />validity, interpretation, performance, and enforcement of any of the clauses of this Agreement <br />shall be determined and governed by the laws of the State of California. Both parties further <br />agree that Orange County, California, shall be the venue for any action or proceeding that may <br />be brought or arise out of, in connection with or by reason of this Agreement. <br />15. MISCELLANEOUS PROVISIONS <br />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 of this 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City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.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 />IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first <br />above written. <br />ATTEST: <br />Patricia E. Healy <br />Clerk of the Council <br />APPROVED AS TO FORM: <br />y , <br />E <br />Joseph W. Fletcher <br />City Attorney <br />CITY OF SANTA ANA: <br />mayor <br />11� <br />MC UNE LLP <br />N : V M L -Z--Lk N t <br />Title: TaFF�� <br />