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Fax: (714) 647-6515 <br />2.1.3 Notices that are dispatched by registered or certified mail through the United States <br />Postal Service shall be deemed to be received, regardless of whether or when any return receipt is received <br />by the sender or the date set forth on such return receipt, five (5) calendar days after deposit with the United <br />States Postal Service. Notices that are dispatched by messenger for immediate personal delivery services <br />shall be deemed received upon the day dispatched. Notices dispatched by express delivery services shall <br />be deemed received upon execution of the delivery receipt by the Party receiving such notices. Notices <br />dispatched through electronic transmittals shall be deemed received upon telephonic verification of such <br />receipt. <br />2.2 Amendment. With the exception of a reassignment of the License Area as described in <br />section 1.1, this Agreement may be amended at any time by the mutual consent of the Parties by an <br />instrument in writing signed by both Parties. <br />2.3 Further Actions and Instruments. Each of the Parties shall cooperate with and provide <br />reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations <br />under this Agreement and the satisfaction of the conditions of this Agreement. <br />2.4 Counterparts. This Agreement may be signed in counterparts, each of which shall <br />constitute an original. <br />2.5 Time is of the Essence. For each provision of this Agreement which states a specific <br />amount of time within which the requirements thereof are to be satisfied, time shall be deemed of the <br />essence. <br />2.6 Governine Law. This Agreement shall be governed by the laws of the State of California <br />without regard to conflicts of laws principles. This Agreement shall be deemed to have been made in the <br />County of Orange, California, regardless of the order of the signatures of the Parties affixed hereto. Any <br />litigation or other legal proceedings which arise under or in connection with this Agreement shall be <br />conducted in a federal or state court located within or for Orange County, California. The Parties consent <br />to the personal jurisdiction and venue in federal or state court located within or for the County of Orange, <br />California and hereby waive any defenses or objections thereto including defenses based on the doctrine of <br />forum non conveniens. <br />2.7 Litigation Expenses. If either party to this Agreement commences an action against the <br />other party to this Agreement arising out of or in connection with this Agreement, the prevailing party shall <br />be entitled to recover reasonable attorneys' fees, expert witness fees, costs of investigation, and costs of <br />suit from the losing party. <br />2.8 Construction; References; Captions. Since the Parties or their agents have participated <br />fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, <br />according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or <br />period for performance shall be deemed calendar days and not work days, except as otherwise specified in <br />this Agreement. All references to City include all officials, officers, employees, personnel, agents, <br />volunteers, contractors and subcontractors of City, except as otherwise specified in this Agreement. All <br />references to Licensee include its officials, officers, employees, personnel, agents, volunteers, contractors <br />and subcontractors, except as otherwise specified in this Agreement. The captions of the various articles <br />and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or <br />describe the scope, content, or intent of this Agreement. <br />