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