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Laguna Beach, CA 92651 <br />Ihall(cDrickenbacker.com AND <br />Ms. Cindalee Penney Hall <br />3895 Main Street, <br />Santa Ana, CA 92707 <br />chall@rickenbacker.com <br />Either party may change its address for the purpose of this Section by giving written notice <br />of the change to the other party. <br />14. Interpretation. This Agreement is deemed to have been prepared by all of <br />the parties hereto, and any uncertainty or ambiguity herein shall not be interpreted against <br />the drafter, but rather, if such ambiguity or uncertainty exists, shall be interpreted <br />according to the applicable rules of interpretation of contracts under the law of the State <br />of California. <br />15. Business Day. For purposes of this Agreement, "Business Day" means any <br />day other than a Saturday, Sunday, a federal holiday, or a day on which City Hall for the <br />City of Santa Ana is closed for the conduct of regular business. <br />16. Successors. This Agreement shall be binding on and inure to the benefit of <br />the successors and assigns of the respective parties hereto. However, this Agreement <br />shall not be assigned by Developer in whole or in part without the prior written consent of <br />City. <br />17. Governing Law. This Agreement has been made in and will be construed <br />in accordance with the laws of the State of California, and exclusive venue for any action <br />involving or arising out of this Agreement will be in Orange County. <br />18. Attorneys' Fees. If a Party hereto files any action or brings any action or <br />proceeding against another Party arising out of this Agreement, then the prevailing Party <br />shall be entitled to recover as an element of its costs of suit, and not as damages, its <br />reasonable attorneys' fees as fixed by the court, in such action or proceeding or in a <br />separate action or proceeding brought to recover such attorneys' fees. For the purposes <br />hereof the words "reasonable attorneys' fees" mean and include, in the case of the City, <br />salaries (or fees) and expenses of the lawyers employed by the City (allocated on an hourly <br />basis) who may provide legal services in connection with the representation of the City in <br />any such matter. <br />19. Severability. Should any provision of this Agreement be held by a court of <br />competent jurisdiction to be either invalid or unenforceable, the remaining provisions of <br />this Agreement will remain in effect, unimpaired by the holding. <br />3651962803 <br />9 <br />