STATE OF CALIFORNIA DEPARTMENT OF HOUSING (3)

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DocuSign Envelope ID: 8EOAA857-C16D-4D7F-9571-70EB9C158321) SCAG MOU#: M-006-22 SCAG OWP #: 225.3564.17 Email: giraldo@scag.ca.gov Phone; (213) 630-1413 To CITY: Kristine Ridge, City Manager City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 kridgea,santa-ana ore (714)647-5400 with a copy to: Claudia Shaw, Housing Programs Analyst City of Santa Ana 20 Civic Center Plaza — M-26 Santa Ana, CA 92701 CShaw@santa-ann.org (714)667-2265 B. No Partnership. This Agreement is not intended to be, and shall not be construed as, an agreement to form a partnership, agency relationship, or a joint venture between the Parties. Except as otherwise specifically provided in the Agreement, neither Party shall be authorized to act as an agent of or otherwise to represent the other Party. C. Entire Agreement. This Agreement constitutes the entire understanding between the Parties with respect to the subject matter herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing, and signed by the Parties in interest at the time of such modification. D. Governing Law. This Agreement shall be governed by and construed under California law and any applicable federal law without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this Agreement, the Parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Los Angeles County, California. E. Attorneys' Fees. In the event that there is any litigation or other legal proceeding between the Parties in connection with this Agreement, each party shall bear its own costs and expenses, including attorneys' fees. F. Excusable Delays. Neither Party hereto shall be considered in default in the performance of its obligations hereunder to the extent that the performance of any such obligation is prevented or delayed by unforeseen causes including acts of God, floods, earthquakes, fires, acts of a public enemy, and government acts beyond the control and without fault or negligence of the affected Party. Each Party hereto shall give notice promptly to the other of the nature and extent of any such circumstances claimed to delay, hinder, or prevent performance of any obligations under this Agreement. G. Waiver. Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom Page 16