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Section 10. Prohibition on Assignment. This Agreement is not assignable by <br /> either party hereto with the exception that OM may, upon prior written approval of <br /> the City, which approval shall not be unreasonably withheld, assign this <br /> Agreement to another entity actively managed and controlled by Morgan Dene <br /> Oliver and James L. McMillan. <br /> Section 11. Attorneys' Fees. If any legal action is brought to enforce, construe, <br /> interpret or invalidate the terms of this Agreement, the prevailing party shall be <br /> entitled to all costs and expenses incurred in any such action, including court <br /> costs and reasonable attorneys' fees, in addition to any other relief to which such <br /> party may be entitled. <br /> Section 12. Interpretation. This Agreement shall be interpreted as a whole and <br /> in accordance with its fair meaning and as if each party participated equally in its <br /> drafting. Captions are for reference only and are not to be used in construing <br /> meaning. <br /> Section 13. Real.Estate Commissions. Each of the City and OM represents to <br /> the other party that it has not engaged in the services of any finder or broker and <br /> that it is not liable for any real estate commissions, broker's fees, or finder's fees <br /> which may accrue by means of the acquisition of all or part of the Site, and <br /> agrees to hold harmless the other party from such commissions or fees as are <br /> alleged to be due from the party making such representations. <br /> Section 14. Governing Law; Binding Effect; Construction. This Agreement <br /> and the construction, interpretation and enforcement hereof shall be construed in <br /> accordance with and governed by the internal laws of the State of Washington, <br /> without reference to the conflicts of laws provisions thereof, and shall be binding <br /> upon, inure to the benefit of and be enforceable by the parties hereto and their <br /> respective successors and any permitted assigns. No provision of this <br /> Agreement or any related document shall be construed against or interpreted to <br /> the disadvantage of any party hereto by any court or other governmental or <br /> judicial authority by reason of such party's having or being deemed to have <br /> structured or drafted such provision. <br /> Section 15. Amendment of Agreement. No modification, rescission, waiver, <br /> release or amendment of any provision of this Agreement shall be made except <br /> by a written agreement executed by OM and the City. <br /> Section 16. Entire Agreement. This Agreement constitutes the entire <br /> understanding and agreement of the parties. This Agreement integrates all of <br /> the terms and conditions mentioned herein or incidental thereto, and supersedes <br /> all prior negotiations, discussions and previous agreements between the City and <br /> OM concerning all or any part of the subject matter of this Agreement. <br /> Section 17. Implementation of Agreement. The City shall maintain authority <br /> to implement this Agreement through the City's Mayor. Except as otherwise <br /> expressly set forth herein, the City's Mayor or its designee shall have the <br /> authority to issue interpretations, waive provisions, and/or enter into certain <br /> amendments to this Agreement on behalf of the City, so long as such actions do <br /> 4 <br /> I ,Y <br />