ANDRES III, EUGEN CHARLES AND ANDRES, ANN AVERY (3)

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10. Notices. Any notice either party may or is required to give the other shall be in writing, and shall be either personally delivered or sent by registered or certified United States mail, return receipt requested. If by mail, service shall be deemed to have been received by such party at the time notice is delivered to the address below. Either party may designate by written notice to the other party another address for notice. To Seller: City of Santa Ana 20 Civic Center Plaza P,O} Box 1988 Santa Ana, CA 92702 Attn: Clerk of the Council 11. Miscellaneous Provisions. To Buyer: Eugen Charles Andres III and Ann Avery Andres, 'Trustees of the Andres 1986 Laving Trust and Successor Trustees Thereto 2467 N. Riverside Drive Santa Ana, CA 92706 U.I. Waiver. The waiver of any provision of this Agreement shall be invalid unless evidenced by a writing signed by the party to be charged therewith. The waiver of, or failure to enforce, any provision of this Agreement shall not be a waiver of any further breach of such provision or of any other provision hereof. The waiver by cither or both parties of the time for performing an act shall not be a waiver of the time for performing any other act or acts required hereunder. 11.2. Modifications. No change or addition to this Agreement or any part hereof shall be valid unless in writing and signed by each of the parties_ 11.3. Governing Law. This Agreement shall be governed by California law, Venue for any dispute arising from or relating to this Agreement shall be the state and federal courts located in Orange County, California. 11.4. headings. The headings in this Agreement are for convenience only and shall not be used to interpret this Agreement. 11.5. Further Acts. Each party agrees to take such further action and to execute and deliver such further documents as may be necessary to carry out the purposes of this Agreement. 11.6. No Attorney's Fees, I'f either party incurs attorney's fees to enforce this Agreement or because of a breach of this ,agreement by the other party, the prevailing party shall not be entitled to recover attorneys' fees from the other party. 11.7. Time, Time is of the essence with respect to this Agreement. 11.8. Complete Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter herein. There are no representations, agreements, arrangements, or understandings, verbal or written, between the parties hereto, relating to the subject matter herein, that are not fully expressed herein. Page 3 of