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4. Attorney's Fees, Should any Party hereto institute any legal action or proceeding to enforce any provision of this Agreement or for damages by reason of any alleged breach of any provision of this Agreement, the prevailing Party shall be entitled to recover from the non-prevailing Party all costs and expenses, including, without limitation, reasonable attorney's fees, court costs, and disbursements actually and reasonably incurred in connection with said proceeding. Without limiting the generality of the immediately preceding sentence,the Parties acknowledge and agree that actions to enforce the performance of this Agreement shall not be considered an action to enforce this Agreement. 5, Non-Waiver.Notwithstanding any provision in this Agreement to the contrary,the approval and acceptance of this Agreement by the City shall not be deemed a waiver or release of any applicable provision or alleged breach of the Billboard Operating Agreement by the Operator, or of any applicable ordinance or law of the City or the general police power of the City. 6. Choice of LawNenue. This Agreement shall be governed by and construed under the laws of the State of California. If any provision of this Agreement is invalid or contravenes California law, such provision shall be deemed not to be a part of this Agreement and shall not affect the validity or enforceability of the remaining provisions. Nothing contained herein shall be construed so as to require the commission of any acts contrary to law, and wherever there is a conflict between any provisions of this Agreement and any present or future statute, law, ordinance, or regulation,the former shall be curtailed and limited only to the extent necessary to make it comply with such statute, law, ordinance, or regulation. Any action arising out of this Agreement, or the matters addressed herein, shall be brought within the Superior Court for the State of California, County of Orange. 7. Integrated Agreement. This Agreement constitutes a single, integrated written contract expressing the entire agreement of the Parties. There are no other agreements, written or oral, express or implied, between the Parties, and/or their successors and assigns, with respect to the 2025 Annual Operating Fee, Penalty and Interest Fee and Reimbursement Amount, except the Agreement set forth herein. 8. Section Ieadings. The section headings contained in this Agreement are for convenieneconly and shall in no way enlarge or limit the scope or meaning of the various and several sections hereof. 9. Counterpart Execution. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original and all of which together shall constitute one document. Delivery of an executed counterpart of a signature page to this Agreement or any of its exhibits by facsimile or electronic mail will be effective as delivery of a manually executed counterpart of this Agreement or any of its exhibits. 10. Severability. If any material portion of this Agreement is hold to be unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect. 11. Amendments, This Agreement may be amended only by written agreement signed by all of the Parties hereto, or their respective successors or assigns.