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attorneys' fees of the County Counsel's Office shall be based on comparable fees of private attorneys practicing in the County of San Joaquin. 5.7. Events and Manner of Termination. Because of the substantial reliance of both Developer and County on the provisions of this Agreement in the development of the Property pursuant to the Existing Approvals, any Subsequent Discretionary Approvals and this Agreement, both Developer and County desire to avoid termination of this Agreement when other appropriate remedies or procedures to resolve disputes or problems exist. Prior to termination, County and Developer will confer with the objective of attempting to arrive at a mutually acceptable alternative to termination, which substantially advances the objectives of both in entering into this Agreement. Accordingly, this Agreement may be terminated by a Party only under the following circumstances and subject to the following conditions: 5.7.1. By expiration of its term or by termination by the County, as provided in Section 1.4. hereof, 5.7.2. Pursuant to Section 1.5. hereof, 5.7.3. Pursuant to Section 2.1.1. hereof, 5.7.4. By operation of Section 5.8. hereof, 5.7.5. By operation of Section 5.9. hereof, 5.7.6. By a material default hereunder by a Party for which the nondefaulting Party in the good faith exercise of its judgment determines that other remedies hereunder are inadequate or not available to correct such default or provide substantial relief to the nondefaulting Party; provided, however, that the nondefaulting Party desiring to terminate this Agreement shall first give written notice to the defaulting Party of its intent to terminate this Agreement and the matter shall be scheduled for consideration and review by the Board of Supervisors of County within sixty (60) days after such notice of intent to terminate is delivered to the defaulting Party, and if the default is not then resolved to the mutual satisfaction of the Parties,termination shall be effective upon the passage of thirty (30) days following such consideration and review by the Board of Supervisors; 5.7.7. By operation of Section 6.1. hereof, 5.7.8. By operation of Section 6.4. hereof. 5.8. Invalidity of Agreement. 5.8.1. If this Agreement shall be determined by a court to be invalid or unenforceable,this Agreement shall automatically terminate as of the date of final entry of judgment. 5.8.2. If any provision of this Agreement shall be determined by a court to be invalid or unenforceable, or if any provision of this Agreement is rendered invalid or unenforceable according to the terms of any law which becomes effective after the Effective -34-