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<br />an equal opportunity employer and shall comply with all applicable federal, state and <br />local laws and regulations. <br /> <br />13. CONTROL OF LEGAL MATTER <br /> <br />Attorney agree that each and every matter or proceeding in which they undertake <br />to assist the City Attorney, as aforesaid, shall be and remain under, and subject to the <br />control and direction of said City Attorney at all stages, and that they shall at all times <br />keep the City Attorney informed of all matters pertaining thereto. Attorneys further <br />agree, that if and when their employment hereunder is terminated by City, as hereinafter <br />specified, they shall return to City Attorney any and all files then in their possession <br />concerning each and every matter or proceeding in which they represented the City <br />pursuant to this Agreement. <br /> <br />14. JURISDICTION - VENUE <br /> <br />This Agreement and all questions relating to its validity, interpretation, <br />performance, and enforcement shall be governed and construed in accordance with the <br />laws of the State of California. This Agreement has been executed and delivered in the <br />State of California and the validity, interpretation, performance, and enforcement of any <br />of the clauses of this Agreement shall be determined and governed by the laws of the <br />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 <br />with or by reason of this Agreement. <br /> <br />15. MISCELLANEOUS PROVISIONS <br /> <br />Each undersigned represents and warrants that its signature herein below has the <br />power, authority and right to bind their respective parties to each of the terms of this <br />Agreement, and shall indemnify the City fully, including reasonable costs and attorney's <br />fees, for any injuries or damages to City in the event that such authority or power is not, <br />in fact, held by the signatory or is withdrawn. <br /> <br />5 <br /> <br />