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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 <br />action involving 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 <br />hourly basis) who may provide legal services in connection with the representation of the <br />City in 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 />20. Integration. This instrument constitutes the sole agreement between City <br />and Developer respecting the above matters, and correctly sets forth the obligations of <br />City and Developer. Any Agreements or representations by City to Developer not <br />expressly set forth in this instrument are void. <br />21. Construction. The language of each part of this Agreement will be <br />construed simply and according to its fair meaning, and this Agreement will never be <br />construed either for or against either party, whether or not that party drafted all or a <br />portion hereof. <br />22. Authority/Modification. Each party represents and warrants that all <br />necessary action has been taken by such party to authorize the undersigned to execute <br />this Agreement on behalf of such party and to engage in the actions of such party <br />described herein. This Agreement may be modified solely by written amendment signed <br />by both City and Developer. City's City Manager, or designee, may execute any such <br />amendment on behalf of City. <br />23. Counterparts. This Agreement may be executed in any number of <br />counterparts, each of which will be an original, but all of which together will constitute <br />one instrument executed on the same date. <br />Signature page follows <br />55G-12 <br />