TAMMY FRANKS V. CITY OF SANTA ANA

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Agreement. All counterparts so executed shall constitute one Agreement, binding upon all of the PARTIES hereto, notwithstanding that all of the PARTIES are not signatory to the original or the same counterpart. 3.21 Attorney's Fees. Should any Party hereto reasonably retain counsel for the purpose of enforcing or preventing the breach of any provision of this Agreement, as set forth in the Agreement, including, but not limited to, instituting or defending any action or proceeding to enforce any provision of this Agreement, for damages by reason of any alleged breach of any provision hereof, for declaration of such Party's rights or obligations hereunder, or for any other judicial remedy, then, if said matter is settled by arbitration or judicial determination, the prevailing Party shall be entitled to be reimbursed by the losing Party or PARTIES for all costs and expenses incurred thereby, including, but not limited to, reasonable attorneys' fees and costs. 3.22 Survivability of Covenants. All representations and agreements set forth in this Agreement shall be deemed continuing and shall survive the execution date of this Agreement. 3.23 No Construction Against Drafter. Each of the PARTIES agrees that each has participated in arriving at the final language of this Agreement and, therefore, this Agreement shall not be construed against any party as the drafter. 3.24 Covenant to Take Further Actions Necessary. The PARTIES hereby agree to execute such other documents and to take such other action as may be reasonably necessary to further the purpose of this Agreement, with the PARTIES to bear their own costs and attorneys' fees for these additional actions. 3.25 No Third -Party Beneficiaries. Except for the rights of beneficiaries pursuant to the releases provided, and the indemnitees as set forth herein, there are no third -party beneficiaries to this Agreement, and nothing herein shall confer any enforceable rights on non -signatory persons or entities. 3.26 Effective Date. This Agreement shall be effective as of the date of its complete execution by the last signing Party. 3.27 Valuable Consideration; Finality. This Agreement is entered into in consideration of the recitals, promises, mutual covenants and warranties set forth in this Agreement, and for other good and valuable consideration, the receipt of which is hereby acknowledged by the PARTIES. This Agreement is intended to be final and binding on each of the PARTIES, and is further intended to be effective as a full and final accord and satisfaction between them regardless of any claims of fraud, misrepresentation, concealment of fact, mistake of fact or law, or any other circumstances whatsoever. Each Party relies upon the finality of this Agreement as a material factor inducing that Party's execution of this Agreement. SIGNATURES ON FOLLOWING 2 PAGES 5 of 7