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parties do not enter into a mutually acceptable lease, and the City enters into a lease for the License Area with a different party, the City shall require as a term of that lease the payment by the lessee to the District of the sum of all amounts paid by the District to the City under this Agreement. 8. The City and the District shall indemnify, defend, and hold harmless each other, their respective officers, agents, and employees from any expense, liability, or claim for death, injury, loss, damage or expense to person or property that may arise or is claimed to have arisen pursuant to this Agreement to the extent that such expenses, liability, or claim is proximately caused by any act or omission of the other, or its officers, agents, or employees. 9. Any notice to be given in connection with this Agreement shall be in writing and directed to the addresses below or such other addresses as either party may later specify in writing. Notice is deemed effective on the date it is given if hand - delivered that same day and on the day delivered by over- night mail. Notice given by U.S. mail shall be deemed effective three (3) days after it is deposited in the U.S. mail, postage prepaid and addressed as follows: DISTRICT: Rancho Santiago Community College District Vice Chancellor Business Operations/Fiscal Services 2323 N. Broadway Santa Ana, CA 92706 -1640 CITY: City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 Attn: Clerk of the Council 10. This Agreement constitutes the entire agreement between the City and District regarding the subject matter herein, and supersedes all other agreements, oral or written, between the parties. This Agreement may only be modified in a writing signed by authorized representatives of both parties. 11. This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be governed by and construed in accordance with the laws of the State of California. The parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with, or by reason of this Agreement. WHEREFORE, the parties have entered into this Agreement on the date fast written above. -- signature blocks follow on next page -- 20A -7