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10.3 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 /> 10.4 Applicable Law. This Agreement shall be construed and enforced in accordance <br /> with the internal laws of the State of California. <br /> 10.5 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 /> 10.6 Authority. 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 /> 10.7 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: K&C Logistics,LLC If to City: Clerk of the City Council <br /> Attn:Kadir Koc-President City of Santa Ana <br /> 1700 E.Garry Avenue, Suite 214 20 Civic Center Plaza(M-30) <br /> Santa Ana,CA 92705 P.O.Box 1988 <br /> Santa Ana,CA 92702-1988 <br /> 11. Execution in Counterpart. This Agreement may be executed in several counterparts, and <br /> all so executed shall constitute one agreement binding on both of the parties hereto, notwithstanding that <br /> both parties are not signatories to the original or the same counterpart. <br /> [Signatures on the following page] <br /> Page 5 of 6 <br />