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fee or other compensation based upon the transaction contemplated hereby and each Party shall <br /> indemnify and hold harmless the other Party from and against any and all claims, liabilities, <br /> losses, damages, costs and expenses (including, but not limited to, reasonable attorneys' fees, <br /> court costs and litigation expenses) caused by or arising out of the claim of any broker, finder or <br /> other intermediary alleging to have been employed or hired by such Party to a commission, <br /> finder's fee or other compensation based upon the transaction contemplated hereby. The <br /> obligations of the County and City pursuant to this Section 13 shall survive beyond the Closing <br /> or if the Closing is cancelled, beyond any termination of this Agreement. <br /> 14. Miscellaneous. <br /> 14.1 Notices. All notices or other communications between the County and <br /> City required or permitted hereunder shall be in writing and personally delivered or sent by <br /> certified mail, return receipt requested and postage prepaid, sent by reputable overnight courier <br /> (such as Federal Express, UPS or DHL), or transmitted by electronic facsimile transmission <br /> (with electronic confirmation of receipt), to the following addresses: <br /> If to City: City of Santa Ana <br /> 20 Civic Center Plaza <br /> Santa Ana, California 92701 <br /> Attention: City Manager <br /> If to County: County of Orange <br /> CEO Real Estate <br /> 400 W. Civic Center Drive, 5th Floor <br /> Santa Ana, CA, 92701 <br /> Attention: Chief Real Estate Officer <br /> A notice shall be effective on the date of personal delivery if personally delivered before <br /> 5:00 p.m. or otherwise on the day following personal delivery, or two (2) business days <br /> following the date the notice is postmarked, if mailed, or on the day following delivery to the <br /> applicable overnight courier, if sent by overnight courier. Either Party may change the address <br /> to which notices are to be given to it by giving notice of such change of address in the manner set <br /> forth above for giving notice. <br /> 14.2 Time of the Essence. Time is of the essence for this Agreement and each <br /> and every term and provision hereof. <br /> 14.3 Interpretation; Governing Law. This Agreement shall be construed as if <br /> prepared by both Parties. This Agreement shall be construed, interpreted and governed by the <br /> laws of the State of California and the laws of the United States of America prevailing in <br /> California. <br /> 14.4 Severability. In the event that any phrase, clause, sentence, paragraph, <br /> section, article or other portion of this Agreement shall become illegal, null or void, or against <br /> public policy, for any reason, or shall be held by any court of competent jurisdiction to be illegal, <br /> 11 <br /> Project Name:County of Orange/Santa Ana Plaza of the Fountains Property Transfer <br />