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be extended through the next business day), as shown by the addressee's return receipt <br />if by certified mail, and as confirmed by the courier service if by courier; provided, <br />however, that if such actual delivery occurs after 5:00 p.m. (local time where received) or <br />on a non -business day, then such notice or communication so made shall be deemed <br />effective on the first business day after the day of actual delivery. <br />8.2 Time of Essence <br />Time is of the essence with respect to each and every provision hereof. <br />8.3 Assignment <br />Neither this Agreement, nor any interest herein, shall be assignable by any <br />party without prior written consent of the other, non -assigning party hereto. For Seller, <br />the Executive Director of Public Works Agency shall have the authority to review and <br />approve or deny any request for assignment. <br />8.4 Governing Law <br />All questions with respect to this Agreement, and rights and liabilities of <br />the parties hereto, shall be governed by the laws of the State of California. Venue shall <br />be in the County of Orange. <br />8.5 Inurement <br />Subject to the restrictions against assignment as herein contained, this <br />Agreement shall inure to the benefit of and shall be binding upon, the assigns, <br />successors in interest, personal representatives, estates, heirs and legatees of each of <br />the parties hereto. <br />8.6 Attorney's Fees <br />In the event of any controversy, claim or dispute between the parties <br />hereto, arising out of or relating to this Agreement or the breach thereof, the prevailing <br />party shall be entitled to recover from the other party reasonable expenses, attorney <br />fees and costs. <br />8.7 Entire Agreement <br />The Agreement contains the entire Agreement of the parties hereto, and <br />supersedes any prior written or oral agreements between them concerning the subject <br />matter contained herein. There are no representations, agreements, arrangements, or <br />understandings, oral or written, between the parties hereto, relating to the subject <br />matter contained in this Agreement which are not fully expressed herein. <br />8.8 Additional Documents <br />All parties hereto agree to execute any and all additional documents and <br />City of Santa Ana RFP 19-026 <br />Attachment 4 <br />