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Agreement No. D07 -028 1 of solicitation of work, through the period when all work under this AGREEMENT is completed, and continuing 2 until the expiration of any applicable limitation period. Furthermore, the parties have specifically agreed, as part of 3 the consideration given and received for entering this AGREEMENT, to waive any and all rights to request that an 4 action be transferred for trial to another county under Code of Civil Procedure Section 394. 5 Is. In any action or proceeding to enforce or interpret any provision of this AGREEMENT, or where 6 any provision hereof is validly asserted as a defense, each party shall bear its own attorney's fees, costs and 7 expenses. 8 16, This AGREEMENT has been negotiated at arm's length and between persons sophisticated and 9 knowledgeable in the matters dealt with in this AGREEMENT. In addition, each party has been represented by 10 experienced and knowledgeable independent legal counsel of their own choosing or has knowingly declined to seek 11 such counsel despite being encouraged and given the opportunity to do so. Each party further acknowledges that 12 they have not been influenced to any extent whatsoever in executing this AGREEMENT by any other party hereto 13 or by any person representing them, or both. Accordingly, any rule or law (including California Civil Code Section 14 1654) or legal decision that would require interpretation of any ambiguities in this AGREEMENT against the party 15 that has drafted it is not applicable and is waived. The provisions of this AGREEMENT shall be interpreted in a 16 reasonable manner to affect the purpose of the parties and this AGREEMENT. 17 17. The failure of a party in any one or more instances to insist upon strict performance of any of the 18 terms of this AGREEMENT or to exercise any option herein conferred, shall not be construed as a waiver or 19 relinquishment to any extent of that party of the right to assert or rely upon any such terms or option on any future 20 occasion. 21 18. If any part of this AGREEMENT is held, determined, or adjudicated to be illegal, void, or 22 unenforceable by a court of competent jurisdiction, the remainder of this AGREEMENT shall be given effect to the 23 fullest extent reasonably possible. 24 19. Each party acknowledges that it is aware of and has had the opportunity to seek advice of counsel 25 of its choice with respect to its rights to trial by jury, and each party, for itself and its successors, creditors, and 26 assigns, does hereby expressly and knowingly waive and release all such rights to trial by jury in any action, 8ofII