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8 <br />settlement or otherwise, including attorney’s fees and costs, being collectible from REACH, by <br />way of set-off or recoupment from any sums due REACH. <br /> <br />7. No Assignment <br /> <br />REACH shall not assign or transfer this Agreement or any rights hereunder without the <br />prior written consent of the City and approval by the City’s City Attorney, which may be withheld <br />in the City’s sole discretion. Any unauthorized assigned or transfer shall be null and void and shall <br />constitute a material breach by REACH of its obligations under this Agreement. No assignment <br />shall release the original parties or otherwise constitute a notation. <br /> <br />8. Compliance With All Laws <br /> <br />REACH shall comply with all Federal, State, County and City laws, ordinances, rules and <br />regulations, which are, as amended from time to time, incorporated herein and applicable to the <br />performance hereof. <br /> <br />9. Attorney’s Fees <br /> <br />If any action at law or in equity is brought to enforce or interpret the terms of this <br />Agreement, the prevailing party shall be entitled to reasonable attorney’s fees, costs and necessary <br />disbursements in addition to the relief to which such party may be entitled. <br /> <br />10. Interpretation <br /> <br />a. Applicable Law and Choice of Forum. This Agreement, and the rights and duties <br />of the parties hereunder (both procedural and substantive), shall be governed by and construed <br />according to the laws of the State of California, with venue regarding any claims or controversial <br />arising out of or related to performance under this Agreement in Orange County. <br /> <br />b. Entire Agreement. This Agreement, including any exhibits attached hereto, <br />constitutes the entire agreement and understanding between the parties regarding its subject matter <br />and supersedes all prior or contemporaneous negotiations, representations, understandings, <br />correspondence, documentation and agreements (written or oral). To the extent there is any conflict <br />or inconsistency between the terms and provisions of this Agreement and the exhibits attached <br />hereto, the terms and provisions of this Agreement shall govern the rights and obligations the <br />parties hereto. <br /> <br />c. Written Amendment. This Agreement may only be changed by written amendment <br />signed by REACH and the City Manager of the City or other authorized representative of the City, <br />subject to any requisite authorization by the City Council. Any oral representations or <br />modifications concerning this Agreement shall be of no force or effect.