PACIFIC COAST SHUTTLES DBA FUTURA BUS NET, INC. (5)

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4. Miscellaneous. 4.1 Entire AjUeement,.Waiver and Amendments. This Agreement incorporates all of the terms and conditions mentioned herein, or incidental hereto, and supersedes all negotiations and previous agreements between the parties with respect to the subject matter of this Agreement. All waivers of the provisions of this Agreement must be in writing and signed by the appropriate authorities of the party to be charged. Any amendment or modification to this Agreement must be in writing and executed by the appropriate authorities of the City,Licensee and Sublicensee. 4.2 No Assignment. Sublicensee shall not assign or transfer or otherwise convey any interest in this Agreement to any party without the express prior written consent of City, which consent may be withheld in City's sole and absolute discretion. 4.3 Applicable Law. This Agreement shall be construed and enforced in accordance with the internal laws of the State of California. 4.4 Litigation Expenses. If the parties to this Agreement commences an action against the other party to this Agreement arising out of or in connection with this Agreement,the prevailing party shall be entitled to recover reasonable attorneys' fees,expert witness fees, costs of investigation,and costs of suit from the losing party. 4.5 Authori . The persons executing this Agreement on behalf of the parties hereto represent and warrant to the other party that they are duly authorized to execute and deliver this Agreement on behalf of such party, and by so executing this Agreement,said party is formally bound to the provisions of this Agreement. 4.6 Notices. Any notices,requests,or approvals given under this Agreement from one party to another shall be in writing and shall be personally delivered or deposited with the United States Postal Service for mailing,postage prepaid, by certified mail,return receipt requested,to the addresses of the other party as stated in this section, and shall be deemed to have been received at the time of personal delivery or three(3) days after the deposit for mailing. Notices shall be sent to; If to Licensee: If to City: City Clerk Futura Bus Net, Inc. City of Santa Ana 4425 E. Olympic Blvd. 20 Civic Center Plaza(M-30) Los Angeles, CA 90023 P.O. Box 1988Santa Ana, CA 92702-1988 If to Sublicensee: Ohana Shuttles,LLC 4425 E. Olympic Blvd. Los Angeles, CA 90023 4.7 Execution in Counterpart. This Agreement may be executed in several counterparts, and all so executed shall constitute one agreement binding on both of the parties hereto, notwithstanding that both parties are not signatories to the original or the same counterpart. [signatures on following page] Page 2 of 3