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compliance with the terms of this Agreement shall be null and void and shall confer no <br />rights or benefits upon the assignee. <br />4. No Prior Agreements and No Oral Modif cations. This Agreement represents the entire <br />understanding of CITY and DEVELOPER with respect to the subject matter hereof and <br />supersedes all other prior or contemporaneous written or oral agreements pertaining to <br />the subject matter of this Agreement. This Agreement may be modified, only in writing <br />signed by the authorized representatives of CITY and DEVELOPER. <br />S. Binding Upon Successors. This Agreement and each of its terms shall be binding upon <br />CITY and DEVELOPER and their respective officers, elected officials, employees, <br />agents, contractors, and permitted successors and assigns. <br />6, No Third Party Beneficiaries. This Agreement is entered into solely for the benefit of the <br />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 DEVELOPER against the other to establish the validity of <br />this Agreement or to enforce any one or more of its terms, the prevailing party in any <br />such action or proceeding shall be entitled to recover from the other, in addition to all <br />other legal and equitable remedies available to it, its actual attorneys' fees and costs of <br />litigation, including; without limitation, filing fees, service fees, deposition costs, <br />arbitration costs and expert witness fees, including actual costs and attorneys' fees on <br />appeal. <br />S. Jurisdiction and Venue. This Agreement is executed and is to be performed in Orange <br />County, California, and any action or proceeding brought relative to this Agreement shall <br />be heard in the appropriate court in the County of Orange, California. CITY and <br />DEVELOPER each consent to the personal jurisdiction of the court in any such action or <br />proceeding. <br />9. SSeverability. If any term or provision of this Agreement is found to be invalid or <br />unenforceable, CITY and DEVELOPER both agree that they would have executed this <br />Agreement notwithstanding the invalidity of such term or provision. The invalid term or <br />provision may be severed from the Agreement and the remainder of the Agreement may <br />be enforced 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 <br />and language of each Section. <br />11. Representations of the Parties. Each person signing this Agreement on behalf of a Party <br />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 />[Signatures on following page] <br />25C -31 <br />