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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City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.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 />eph W. Fletcher <br />ity Attorney <br />CITY OF SANTA ANA: <br />Davia N. Hearn <br />City Manager <br />NarnO: t' u/� - 3-o NN 1\-LC CA�14 <br />Title: �i ct-�- <br />