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5. Binding Upon Successors. This Agreement and each of its terms shall be binding <br />upon City and Business and their respective officers, elected officials, employees, agents, <br />contractors, and permitted successors and assigns. <br />6. No Third Party Beneficiaries. This Agreement is entered into solely for the benefit <br />of the Parties. No person or entity has any rights or remedies under this Agreement. <br />7. Attorneys' Fees. In the event that any action or proceeding, including arbitration, is <br />commenced by either City or Business against the other to establish the validity of this <br />Agreement or to enforce any one or more of its terms, the prevailing party in any such <br />action or proceeding shall be entitled to recover from the other, in addition to all other legal <br />and equitable remedies available to it, its actual attorneys' fees and costs of litigation, <br />including, without limitation, filing fees, service fees, deposition costs, arbitration costs and <br />expert witness fees, including actual costs and attorneys' fees on appeal. <br />8. Jurisdiction and Venue. This Agreement is executed and is to be performed in San <br />Bernardino County, California, and any action or proceeding brought relative to this <br />Agreement shall be heard in the appropriate court in the County of Orange, California. <br />City and Business each consent to the personal jurisdiction of the court in any such action <br />or proceeding. <br />9. Severability. If any term or provision of this Agreement is found to be invalid or <br />unenforceable, City and Business both agree that they would have executed this Agreement <br />notwithstanding the invalidity of such term or provision. The invalid term or provision <br />may be severed from the Agreement and the remainder of the Agreement may be enforced <br />in its entirety, <br />10. Headings. The headings of each Section of this Agreement are for the purposes of <br />convenience only and shall not be construed to either expand or limit the express terms and <br />language of each Section. <br />11. Representations of the Parties. Each person signing this Agreement on behalf of a <br />Party which is not a natural person hereby represents and warrants to the other Party that all <br />necessary legal prerequisites to that Party's execution of this Agreement have been <br />satisfied and that he or she has been authorized to sign this Agreement and bind the Party <br />on whose behalf he or she signs. <br />BUSINESS: <br />, LLC, a limited <br />liability company <br />By: <br />-2- <br />25J-10 <br />