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5. Entire Agreement. This Agreement constitutes the entire agreement between the Parties, and it is expressly understood and agreed that this Agreement may not be altered, amended, modified or otherwise changed in any respect or particular whatsoever except by writing duly executed by authorized representatives of the Parties hereto. 6. Governing Law, This Agreement shall be governed by, construed in accordance with, and interpreted under the laws of the State of California and shall be deemed to have been entered into in the City, for purposes of venue no matter where the Agreement is actually executed. Both parties agree that the state and/or federal courts located in Orange County, California, shall be the venue for any action or proceeding that may be brought in connection with this Agreement. 7. Severability. If any provision of this Agreement shall be determined to be contrary to law or unenforceable, the remaining provisions shall be severable and enforceable in accordance with their terms. 8. Counterparts. This Agreement may be executed in multiple identical counterparts, including the transmission of counterparts via electronic means, each of which shall be deemed an original, but all of which together will constitute one and the same instrument. 9. No Third Party Beneficiaries. This Agreement is made and entered into for the sole protection and benefit of the Parties and any successor or assign of the Parties. No other person shall have any right of action based upon any provision of this Agreement. 10. Authority to Execute. The person or persons executing this Agreement on behalf of each individual Party warrants that he or she/they have the authority to execute this Agreement on behalf of the particular Party and has the authority to bind the particular Party to the performance of the obligations of this Agreement. 11. Waiver. No waiver of any breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the Party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, or right or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 12. The Agreement Term. This Agreement shall commence on the date first written above and stay in effect until all reimbursements payable by Developer to City hereunder are paid in full. 13. Notices. Any notice to be given in connection with this Agreement shall be in writing and directed to the addresses below or such other addresses as either Party may later specify in writing. Notice is deemed effective on the date it is given if hand -delivered and on 1205062.01/OC 372942-00005/e-28-19/mrf/kp 2