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10.4 No Assignment. Licensee shall not assign or transfer or otherwise convey any <br />interest in this Agreement to any party without the express prior written consent of City, which consent <br />may be withheld in City's sole and absolute discretion. <br />10.5 Applicable Law. This Agreement shall be construed and enforced in accordance <br />with the internal laws of the State of California. <br />10.6 Litigation Expenses. If either party to this Agreement commences an action <br />against the other party to this Agreement arising out of or in connection with this Agreement, the prevailing <br />party shall be entitled to recover reasonable attorneys' fees, expert witness fees, costs of investigation, and <br />costs of suit from the losing party. <br />10.7 Authori . The persons executing this Agreement on behalf of the parties hereto <br />represent and warrant to the other party that they are duly authorized to execute and deliver this Agreement <br />on behalf of such party, and by so executing this Agreement, said party is formally bound to the provisions <br />of this Agreement. <br />10.8 Notices. Any notices, requests, or approvals given under this Agreement from one <br />party to another shall be in writing and shall be personally delivered or deposited with the United States <br />Postal Service for mailing, postage prepaid, by certified mail, return receipt requested, to the addresses of <br />the other party as stated in this section, and shall be deemed to have been received at the time of personal <br />delivery or three (3) days after the deposit for mailing. Notices shall be sent to: <br />If to Licensor: The Legacy Fund <br />Attn: Steve Wagner <br />1010 N. Main Street <br />Santa Ana, CA 92701 <br />If to City: Clerk of the City Council <br />City of Santa Ana <br />20 Civic Center Plaza (M-30) <br />P.O. Box 1988 <br />Santa Ana, CA 92702-1988 <br />10.9 Execution in Counterpart. This Agreement may be executed in several <br />counterparts, and all so executed shall constitute one agreement binding on both of the parties hereto, <br />notwithstanding that both parties are not signatories to the original or the same counterpart. <br />IN WITNESS WHEREOF, City and Licensee have entered into this Agreement as of the day and <br />year first written above. <br />CITY OF SANTA ANA ATTEST <br />Kristine Ridge <br />City Manager <br />[Signatures continued on the following page] <br />Jennifer L. Hall <br />Clerk of the Council <br />