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15. JURISDICTION -VENUE <br />This Agreement has been executed and delivered in the State of Califomia and the validity, interpretation, <br />performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws <br />of the State of Califomia. Both parties further agree that Orange County, Califomia, shall be the venue for any <br />action or proceeding that may be brought or azise out of, in connection with or by reason of this Agreement. <br />16. MISCELLANEOUS PROVISIONS <br />Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to <br />bind their respective parties to each of the temps of this Agreement, and shall indemnify City fully, including reasonable <br />costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fad, held <br />by the signatory or is withdrawn. <br />IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and yeaz first above <br />written. <br />ATTEST: <br />CITY OF SANTA ANA, a charter city and municipal <br />corporation, <br />Patricia E. Healy <br />Clerk of the Council <br />by <br />David N. Ream <br />City Manager <br />APPROVED AS TO FORM: <br />Joseph W. Fletcher <br />City Attorney <br />RICHARDS WATSON GERSHON <br />T. Peter Pierce <br />Partner <br />