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Section 18. Severability. The invalidity, illegality or unenforceability of any provision <br />of this Agreement shall in no way affect the validity, legality or enforceability of any other <br />provision; and if any provision is held to be unenforceable as a matter of law, the other <br />provisions shall not be affected thereby and shall remain in full force and effect. <br />Section 19. Authorized Representative. CITY and OCFA hereby identify to Escrow <br />Agent the officers, employees or agents designated on Schedule I attached hereto as an <br />Authorized Representative with respect to any notice, certificate, instrument, demand, request, <br />direction, instruction, waiver, receipt, consent or other document or communication required or <br />permitted to be furnished to Escrow Agent. Such Schedule I may be amended and updated by <br />written notice to Escrow Agent with a copy to the other party to this Agreement provided that <br />failure to furnish such copy shall not affect the validity of such notice to Escrow Agent. Escrow <br />Agent shall be entitled to rely on such original or amended Schedule I with respect to any party <br />until a new Schedule I is furnished by such party to Escrow Agent. <br />Section 20. Jurisdiction. Each of the parties hereto hereby irrevocably agrees that any <br />action, suit or proceedings against any of them by any of the other aforementioned parties with <br />respect to this Agreement shall be brought before the jurisdiction of any federal or state court of <br />competent jurisdiction located in the Superior Court of Orange County, California. Each party <br />hereto further irrevocably consents to the service of any complaint, summons, notice or other <br />process relating to any such action or proceeding by delivery thereof to it by hand or by <br />registered or certified mail, return receipt requested, in the manner provided for herein. Each <br />party hereto hereby expressly and irrevocably waives any claim or defense in any such action or <br />proceeding based on improper venue or forum non conveniens or any similar basis. To the extent <br />permitted by law, in connection with any claim, cause of action, proceeding or other dispute <br />concerning this Agreement (each a "Claim"), the parties to this Agreement expressly, <br />intentionally, and deliberately waive any right each may otherwise have to trial by jury. In the <br />event that the waiver of jury trial set forth in the previous sentence is not enforceable under the <br />law applicable to this Agreement, the parties to this Agreement agree that any Claim, including <br />any question of law or fact relating thereto, shall, at the written request of any party, be <br />determined by judicial reference pursuant to California law. The parties shall select a single <br />neutral referee, who shall be a retired state or federal judge. In the event that the parties cannot <br />agree upon a referee, the court shall appoint the referee. The referee shall report a statement of <br />decision to the court. Nothing in this paragraph shall limit the right of CITY or OCFA at any <br />time to exercise self-help remedies, foreclose against collateral or obtain provisional remedies. <br />The parties shall bear the fees and expenses of the referee equally, unless the referee orders <br />otherwise. The referee shall also determine all issues relating to the applicability, interpretation, <br />and enforceability of this paragraph. The parties acknowledge that if a referee is selected to <br />determine the Claims, then the Claims will not be decided by a jury. CITY and OCFA agree that <br />this Section 20 shall NOT apply to any action, suit or proceedings against either of them by the <br />other with respect to this Agreement, if Escrow Agent is not a party to such action suit or <br />proceeding. <br />11