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by the Parties; and no oral understanding or agreement not incorporated herein shall be binding on either of the Parties. E. Notices or other communications which may be required or provided under the terms of this Memorandum shall be given as follows: Cities: City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Sana Ana, CA 92701 Attention: City Manager County: County of Orange/County Executive Office 333 W. Santa Ana Blvd., 31d Floor Santa Ana, CA 92701 Attention: Frank Kim, CEO All notices shall be in writing and deemed effective when delivered in person or deposited in the United States mail, first class, postage prepaid and addressed as above. Notwithstanding the above, the Parties may also provide notices by facsimile transmittal, and any such notice so given shall be deemed to have been given upon receipt during normal business hours or, in the event of receipt after business, on the following business day. Any notices, correspondence, reports and/or statements authorized or required by this Memorandum, addressed in any other fashion shall be deemed not given. F. In any action or proceeding to enforce or interpret any provision of this Memorandum, or where any provision hereof is validly asserted as a defense, the Parties shall bear their own attorney's fees, costs and expenses. G. This Memorandum may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute but one and the same instrument. H. Prior to the acquisition or lease of the Site, either Party may terminate this Memorandum upon thirty (30) days' notice to the other Party. I. In the event County or City defaults in the performance of any of their obligations under this Memorandum or materially breaches any of the provisions of this Memorandum, the other Party may enforce this Memorandum through specific performance or may exercise any other available remedies. Additionally, the failure of one Party to fulfill its obligations hereunder shall relieve the other Party of doing so as well upon thirty (30) days' prior written notice to the other Party. In the event City or County cures such default within such thirty (30) day period, all obligation hereunder shall continue in full force and effect. J. Each Party represents and warrants that the execution, delivery and performance of this Memorandum have been duly authorized by all necessary action of such Party's governing board, and the person executing this Memorandum on behalf of such Party has been duly authorized and empowered to do so on behalf of such Party. K. The laws of the State of California and applicable local and federal laws, regulations and guidelines shall govern this Memorandum. L. This Memorandum may be executed and delivered in any number of counterparts, each of which, when executed and delivered shall be deemed an original and all of which together shall constitute the same agreement. Page 3 of 4