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TYPE WHATSOEVER FROM OR ON BEHALF OF THE <br />SELLER, EXCEPT FOR THE REPRESENTATIONS, <br />WARRANTIES AND COVENANTS OF SELLER SET FORTH IN <br />THIS AGREEMENT. <br />7. Brokers. Buyer represents and warrants to Seller and Seller represents <br />and warrants to Buyer that it has not engaged or employed a broker to whom a <br />commission or finder's fee is payable in connection with this transaction. Buyer and <br />Seller each ("Indemnitor") agree to indemnify and hold the other harmless from and <br />against all liability, claims, demands, damages, or costs of any kind arising from or <br />connected with any broker's or finder's fees or commission or charge claimed to be due <br />any person arising from Indemnitor's conduct with respect to this transaction. <br />8. Assignment. Buyer and Seller agree that this Agreement shall be binding <br />upon their respective heirs, executors, administrators, successors or assigns and is <br />assignable by Buyer only by written consent of the City Manager, which consent the City <br />Manager may withhold in his or her sole and absolute discretion. <br />9. Notices. Any notice either party may or is required to give the other shall <br />be in writing, and shall be either personally delivered or sent by registered or certified <br />United States mail, return receipt requested. If by mail, service shall be deemed to have <br />been received by such party at the time notice is delivered to the address below. Either <br />party may designate by written notice to the other party another address for notice. <br />To Seller: <br />City of Santa Ana <br />20 Civic Center Plaza <br />P.O. Box 1988 <br />Santa Ana, CA 92702 <br />Attn: Clerk of the Council <br />10. Miscellaneous Provisions. <br />To Buyer: <br />Shirlee L. Heidler <br />Trustee of the Heidler Family Trust dated <br />April 25, 1994 <br />18571 Rosenau Drive <br />Villa Park, Ca. 92861 <br />Attn: KC. Heidler <br />10.1 Waiver. The waiver of any provision of this Agreement shall be <br />invalid unless evidenced by a writing signed by the party to be charged therewith. The <br />waiver of, or failure to enforce, any provision of this Agreement shall not be a waiver of <br />any further breach of such provision or of any other provision hereof. The waiver by <br />either or both parties of the time for performing an act shall not be a waiver of the time <br />for performing any other act or acts required hereunder. <br />10.2 Modifications. No change or addition to this Agreement or any <br />part hereof shall be valid unless in writing and signed by each of the parties. <br />Page 3 of 7 <br />75B-13 <br />