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acts of God, commandeering of material, products, plants or facilities by the federal, state or local government, national fuel shortage, and any other conditions beyond the reasonable control of a party. g. Assignment. Neither this Agreement, nor any of the parties' rights, obligations, or duties hereunder may be assigned in whole or in part by either party without the prior written consent of the other party in its sole and absolute discretion. Any attempted assignment shall be deemed void and of no force and effect. Consent to one assignment shall not be deemed consent to any subsequent assignment, nor the waiver of any right to consent to such subsequent assignment. h. Governing Law. This Agreement shall be governed by and construed under the laws of the State of California and applicable local and federal laws, regulations and guidelines. In the event of any legal action to enforce or interpret this Agreement, the parties agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California. i. Attorneys' Fees. If litigation is brought by either party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of its rights and remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof. Notices. Any notices, requests, or demands made between the parties pursuant to this Agreement are to be directed as follows: If to COSTA MESA; City Clerk City of Costa Mesa 77 Fair Drive Costa Mesa, CA 92626 If to SANTA ANA: Clerk of the Council City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 k. Order of Precedence. In the event of an inconsistency in this Agreement and any of the attached exhibits, the terms set forth in this Agreement shall prevail. If, and to the extent this Agreement incorporates by reference any provision of any document, such provision shall be deemed a part of this Agreement. Nevertheless, if there is any conflict among the terms and conditions of this Agreement and those of any such provision or provisions so incorporated by reference, this Agreement shall govern over the document referenced. I. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to