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12. No Recording. Neither this Agreement nor any memorandum of this Agreement shall be recorded by or on behalf of the City. If the City violates this Section 12 by recording or attempting to record this Agreement or any memorandum hereof, such act shall not operate to bind or cloud title to the Property but shall constitute a material breach and default by Licensee under this Agreement. 13. No Assignment. This license is granted to the City personally and may not be transferred or assigned either directly, indirectly or by operation oflaw. Any such assignment or transfer or attempted assignment or transfer shall be void and constitute a default under this Agreement. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assIgns. 14. Attorneys Fees. In the event of any litigation between the parties with respect to this Agreement, the prevailing party (by way of settlement, dismissal or final judgment) shall be entitled to its reasonable costs and expenses incurred in connection with such litigation, including, without limitation, reasonable attorneys' fees. 15. Entire AgTeement. This Agreement (including Exhibits A through H, inclusive, attached hereto which are incorporated into this Agreement by this reference) constitutes the entire understanding between the parties with respect to the matters contemplated herein, and all prior or contemporaneous oral agreements, understandings, representations and statements are merged into this Agreement. 16. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Cali fomi a as such laws would be applied to residents of California engaged in a transaction to be performed solely within the State of California. The parties agree that any legal action arising under this Agreement shall be subject to the exclusive jurisdiction of the state or federal courts located within the State of California. 17. Amendments. This Agreement may only be amended, modified or supplemented by a written document executed by both Licensor and the City. 18. Due Execution. The persons executing this Agreement on behalf of Licensor and the City, respectively, represent and warrant that they have the right, power, legal capacity and authority to execute the Agreement and to bind the party for whom they are signing. . IN WITNESS WHEREOF, Licensor the City have executed this License and Indemnification Agreement on the date and year first above written. 11 r--'--'r' ~.