25A - AGMT - MOU - THE ELKS PROPERTY

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time during the Negotiation Period. Any action brought concerning this MOU shall be brought in the appropriate court for the County of Orange, California. 9,2 Solicitation and Conflicts of Interest. For the term of this MOU, no member, officer or employee of the CITY, during the term of his or her service with the CITY, shall have any direct or indirect interest in this MOU or obtain any present or anticipated material benefit arising therefrom. 9.3 No Third Party Beneficiaries, The CITY and the ELKS expressly acknowledge and agree that they do not intend, by their execution of this MOU, to benefit any persons or entities not signatory to this MOU, including, without limitation, any brokers representing the Parties to this transaction. The foregoing shall not be deemed to release the ELKS from any obligation it may have to pay commissions or brokerage fees which it may be obligated to pay pursuant to any other contract to which the ELKS may be a party. No person or entity not a signatory to this MOU shall have any rights or causes of action against either the CITY or the ELKS arising out of or due to the CITY and the ELKS's entry into this MOU. Third parties, for the purposes of this Section, shall not include persons to whom fees are paid for professional services, if rendered by attorneys, financial consultants, accountants, engineers, architects and other consultants. 9.4 Notices and Demands, All notices or other communications required or permitted between the Parties under this MOU shall be in writing, and may be: (a) personally delivered, (b) sent by United States registered or certified mail, postage prepaid, return receipt requested, (c) sent by facsimile and /or electronic transmission, confirmed by satne day mailing of a "hard" copy, ordinary first class mail, postage prepaid, or (d) sent by nationally recognized overnight courier service (e.g., Federal Express), addressed to the Parties at the addresses provided below, subject to the right of either Party to designate a different address for itself by notice similarly given. Any notice given by registered or certified United States mail shall be deemed to have been given on the second business day after the same is deposited in the United States mail. Any notice personally delivered or delivered by facsimile or overnight courier service (e.g., Federal Express), shall be deemed giving upon receipt of the same by the Party to whom the notice is given. To CITY: City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92702 Attn: City Cleric and City Attorney To ELKS: Elks Building Association of Santa Ana dba Santa Ana Elks Lodge 794 212 Elk Lane Santa Ana, California 92701 Attn: George Flores, Chairman 9.5 Entire Agreement, This MOU constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all agreements, representations, warranties, statements, promises and /or understandings, whether oral or written, This MOU may only be amended by the written consent of the Parties. 25A -6