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8.1. Grantee shall acquire prior written permission from City for any use of the City name or logo in association with the Project. 8.2. If any parts of this Agreement are held to be Invalid or unenforceable, the remaining parts of the Agreement shall continue to be valid and enforceable. 8.3. Grantee shall comply with all governmental requirements that may now or in the future become applicable to the activities under this Agreement. 8.4. This Agreement, including Exhibit A, Application, and any amendments or schedules hereto, contain the full understanding and agreement of the Parties with respect to Its subject matter, and no waiver, alteration or modification of any of the provisions to this Agreement shall be binding unless in writing and signed by an authorized officer of both Parties. 8.5. No waiver by either Party or any breach, default, or series of breaches or defaults, and no failure, refusal, or neglect of either Party to exercise any right, power, or option given to it under this Agreement or to insist upon strict compliance with the terms of this Agreement shall constitute a waiver of these provisions with respect to any subsequent breach or waiver by either Party or its right at any time thereafter to require exact and strict compliance with provisions of this Agreement, 8.6. Any notice or other communication required or permitted to be made or given by either Party pursuant to this Agreement will be in writing and will be deemed to have been duly given: (1) five (5) business days after the date of mailing if sent by registered or certified U.S, mail, postage prepaid, with return receipt requested; (ii) when transmitted if sent by facsimile, provided a confirmation of transmission is produced by the sending machine; or (ill) when delivered if delivered personally or sent by express courier service. All notices to Cityshall include a reference to the Project title. All notices will be sent to the other Party at its address as set forth below or at such other address as such Party will have specified in a notice given in accordance with this section: Grantee: The Frida Cinema 1505 17" Street, Suite 116 Santa Ana, CA City: City of Santa Ana Clerk of the Council (M-30) 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 FAX (714) 647-6956 8.7, This Agreement is subject to all applicable local, State and Federal laws. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both Parties further agree that Orange County,