CHASE FAINBARG, NANCY AND FAINBARG, STEVEN AND EAST END REALTY PARTNERS, LP

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concurrent, or succeeding breach of the same, or any other term or provision hereof. No waiver shall be binding unless in writing and signed by the Party to be charged or held bound. 12. Interpretation. This Agreement has been jointly negotiated and drafted by the Parties and their respective attorneys, and that it shall not be interpreted or construed in favor of or against any Party on grounds that said Party drafted the Agreement. The language in this Agreement shall be construed as a whole according to its fair meaning and not strictly for or against any of the Parties. The Parties also agree and understand that should any provision of this Agreement be declared or determined by any court to be illegal or invalid, the validity of the remaining parts, terms and provisions shall not be affected thereby and said illegal or invalid part, terms, or provisions shall be deemed not to be part of this Agreement. The Parties further agree that this Agreement was negotiated and executed in the State of California and shall be interpreted under the procedural and substantive laws of California as existing as of the Effective Date, without regard to principles of conflict of laws. 13. Consultation with Counsel. Each Party hereto represents and agrees that he or it has carefully read and fully understands all of the provisions of this Agreement, and that he, she, or it is voluntarily, without any duress or undue influence on the part of or on behalf of any Party, entering into this Agreement. The Parties affirm that, prior to execution of this Agreement, each of them has consulted with counsel of his, her, or its choice concerning the terms and conditions set forth herein, and that they agree to the terms and conditions. 14. Execution of Agreement. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A photocopy, e-mail, or facsimile transmission of the Agreement, including signatures, shall be deemed to constitute sufficient evidence of the Agreement having been executed. 15. Authority to Enter Agreement. The Parties warrant that they have the full authority to enter into this Agreement. Where applicable, all governmental, corporate, organizational or other action necessary to authorize such execution has been taken and completed. The signatory of each party to this Agreement has the fill right and authority to commit and bind each respective Party, and all members and/or individuals related thereto, to the fullest extent of the law. 16. Confidentiality. The Parties agree that to the maximum extent permissible by law: (a) the negotiations which gave rise to this Agreement shall not be disclosed, discussed or revealed by the Parties or their counsel to any other person or entity, except as provided by applicable law. The Parties agree and acknowledge that this Agreement is a public record subject to disclosure by the City under California's Public Records Act, and that the City's actions taken in accordance herewith are, subject to the City's discretion, subject to public disclosure. 17. Enforcement. The Parties agree that any and all disputes regarding this Agreement shall be brought in the Superior Court of the State of California, Orange County. In any action brought to enforce any provision of this Agreement, the prevailing party shall be entitled to recover its attorneys' fees and/or costs. 5