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EXHIBIT 2 <br /> of the authorship of the Agreement or any other rule of construction which might otherwise <br /> apply. <br /> 4.5 Amendments. This agreement may be modified or amended only by a written <br /> document executed by both Payor and City and approved as to form by the City Attorney. <br /> 4.6 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or <br /> otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this <br /> Agreement shall continue in full force and effect. <br /> 4.7 Controlling Law and Venue. The laws of the State of California shall govern this <br /> Agreement and all matters relating to it and any action brought relating to this Agreement shall <br /> be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. <br /> 4.8 No Attorneys' Fees. In the event of any dispute or legal action arising under this <br /> Agreement, the prevailing party shall not be entitled to attorneys' fees. <br /> 4.9 Counterparts. This Agreement may be executed in two (2) or more counterparts, <br /> each of which shall be deemed an original and all of which together shall constitute one (1) and <br /> the same instrument. <br /> [signatures on following page] <br /> Page 3 of 4 <br /> City Council 11 — 33 7/16/2024 <br />