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County of Orange, State of California, or in a Federal District Court in the Central District of <br />California. <br />20, Amendment of Agreement. No modification, rescission, waiver, release or amendment of <br />any provisions of this Agreement shall be made except by written agreement executed by the <br />Project Sponsor and City. <br />21, Project Sponsor Assignment Prohibited. In no event shall Project Sponsor assign or <br />transfer any portion of this Agreement without the prior express written consent of City, which <br />consent may be given or withheld in City's sole discretion. No assumption of the Grant shall be <br />permitted at any time. <br />22. Entire Agreement. This Agreement constitutes the entire understanding and agreement of <br />the parties and commemorates the agreement that was previously made between the City and <br />Project Sponsor. This Agreement integrates all of the terms and conditions mentioned herein or <br />incidental thereto, and supercedes all prior negotiations, discussions and previous agreements <br />between the City and the Project Sponsor concerning all or any part of the subject matter of this <br />Agreement. <br />10 <br />