SANTA ANA GOLF, LLC (COURSECO, INC.)

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portions of the Facility owned by the City and will maintain a full leasehold interest in the portions of the Facility owned by the District, and good title to the Furnishings and Equipment and all other personal property necessary for the operation and maintenance of the Facility. 9.2 Assignment/Subcontracting. . Contractor acknowledges that City is entering into this Agreement in reliance on the unique skill and experience of Contractor and its employees. Contractor shall not subcontract or assign all or any part of its right or obligations under this Agreement, unless approved in writing by the Parks Director. Any change in the control of Contractor, including, without limitation, any transfer or acquisition of a controlling percentage of Contractor's equity or stock, shall constitute an assignment for purposes of this Agreement. 9.3 Prohibited Assignments. The Parties recognize that a substantial inducement to City for entering into this Agreement is the professional reputation, experience, and competence of Contractor. Except as provided in this Section,neither party shall assign this Agreement without the prior written consent of the other party. Any such purported assignment,transfer,encumbrance, pledge, sub-use, or permission given without such consent shall be void as to City. Said consent shall not be unreasonably withheld, conditioned, or delayed. It is understood and agreed that any consent granted by a party to any such assignment shall not be deemed a waiver of any consent required under this Section as to any future assignment. 9.3.1 Permitted Assignment by Contractor. Contractor shall have the right, without the consent of City,to assign this Agreement to any Affiliate of Contractor or in connection with the sale of all or a substantial portion of Contractor's assets provided that the key personnel at the Facility remains substantially intact. 9.3.2 Permitted Assignment by City. In connection with the sale or transfer of the Facility by City, City shall have the right, without the consent of Contractor, to assign this Agreement provided that the purchaser expressly assumes all of City's obligations hereunder. 9.3.3 Remedies. Any assignment by either party of this Agreement in violation of the provisions of this Sectionn shall be null and void and shall result in a termination of this Agreement. In addition to any other remedies available to the parties,the provisions of this Section 9.2 shall be enforceable by injunctive proceeding or by a suit for specific performance. 9.4 Successors and Assigns. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the parties and their respective heirs, legal representatives, successors, and assigns. 9.5 Subcontracting. Except for those subcontractors set forth in the Scope of Services, if any, Contractor shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of the City Manager or their designee. Contractor shall be frilly responsible to City for all acts and omissions of any approved subcontractor. Nothing in this Agreement shall create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. City is an intended beneficiary of any work performed by any subcontractor for purposes of establishing a duty of care between the subcontractor and City pursuant to this Agreement. _24_