VISTA DEL RIO HOUSING PARTNERS, L.P.

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IF TO ORANGE: City of Orange 300 E, Chapman Avenue Orange, CA 92866 Telephone: (714) 744-5545 Facsimile: (714) 744-5573 Attention: City Engineer Upon written notice to each party concerned, served by means provided in the above paragraph, either party may change the above addresses. 5. All of the terms, conditions and provisions hereof shall inure to the benefit of and are binding upon the parties hereto and their respective successors and assigns, provided, however, that no assignment of the Agreement shall be made without the prior written consent of the parties to the Agreement, which consent may not be unreasonable withheld. 6. This Agreement shall be governed by the laws of the State of California. Any legal action concerning or arising out of this Agreement shall be filed in a court of the State of California having jurisdiction of the subject matter, and venue shall be in the County of Orange, State of California. 7. This writing constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all oral or written representations or written agreements which may have been entered into between the parties. No modification or revision shall be of any force or effect, unless the same is in writing and executed by the parties hereto. If any provision of this Agreement shall be held invalid, such invalidity shall not affect the other provisions hereof, and to this extent, the provisions of this Agreement are intended to be and shall be deemed severable. 8. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. 9. The headings here set out are for convenience of reference only and shall not be a part of this Agreement. 10. This Agreement may be terminated by either party hereto upon six (6) months written notice to the other party. Should the non -terminating party so request in writing, it shall be provided up to six (6) additional months to obtain or construct alternative utility facilities. 11. It is understood and agreed that this Agreement is for the sole and exclusive benefit of the parties hereto, and no rights of any kind are hereby conferred upon any third party, nor is any kind of third party beneficiary created or to be created by virtue of anything contained herein. 12. VISTA DEL RIO shall compensate ORANGE for the full cost of repairs for any damage to its streets, sewers, or other public facilities damaged in any way by the connection of the sewer or construction of any facilities, pipe, conduit or sewer pursuant to this Agreement. r