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waivers of the provisions of this Agreement must be in writing and signed by the appropriate authorities <br />of the party to be charged. Any amendment or modification to this Agreement must be in writing and <br />executed by the appropriate authorities of the City and Licensee. <br />10.2 Severability. If any term, provision, covenant, or condition of this Agreement is <br />held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions <br />of the Agreement shall continue in full force and effect, unless and to the extent the rights and <br />obligations of one or both parties has been materially altered or abridged by such holding. <br />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 <br />prevailing party shall be entitled to recover reasonable attorneys' fees, expert witness fees, costs of <br />investigation, and 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 <br />Agreement on behalf of such party, and by so executing this Agreement, said party is formally bound to <br />the provisions of this Agreement. <br />10.7 Execution in Counterpart. This Agreement may be executed in several <br />counterparts, and all so executed shall constitute one agreement binding on both of the parties hereto, <br />notwithstanding that both parties are not signatories to the original or the same counterpart. <br />IN WITNESS WHEREOF, City and Licensee have entered into this Agreement as of the day and <br />year first written above. <br />CITY OF SANTA ANA: <br />CITY OF S VAI a California <br />municipKEV -O'RO CE <br />City Manager <br />LICENSEE: <br />KIDWORKS COMMUNITY DEVELOPMENT <br />CORPORATION, a California 501 (c)(3) <br />By: <br />Its: