80A - PH AGMT WITH COUNTY OF ORANGE 65 YR GROUND LEASE

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Santa Ana, California 92702 Attn: Housing Manager With a copy to: Office of the City Attorney City of Santa Ana 20 Civic Center Plaza, 7th Floor (M-29) Santa Ana, California 92702 15. Standard Provisions. 15.1 Management. Except as otherwise provided in this Agreement, the approval of both the Agency and County shall be required for decisions regarding management and disposition of the Joint Property. 15.2 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the County and Agency and their respective heirs, personal representatives, successors and assigns. Neither Party shall have the right to assign this Agreement or any interest or right under this Agreement without the prior written consent of the other Party. 15.3 No Attorneys' Fees. In any action between the Parties to interpret, enforce, award, modify or rescind any of the terms or provisions of this Agreement, or any action otherwise commenced or taken in connection with this Agreement, both Parties shall be responsible for their respective litigation costs and attorneys' fees, except as provided in Section 12, above, regarding indemnity. 15.4 Jurisdiction and Venue. This Agreement shall be construed under the laws of the State of California in effect at the time of the signing of this Agreement. The Parties consent to the jurisdiction of the California courts with venue in County of Orange. 15.5 Titles and Captions. Titles and captions are for convenience of reference only and do not define, describe or limit the scope or the intent of this Agreement or of any of its terms. Reference to section numbers are to sections in this Agreement, unless expressly stated otherwise. 15.6 Interpretation. As used in this Agreement, masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others where and when the context so dictates. The word "including" shall be construed as if followed by the words "without limitation." This Agreement shall be interpreted as though prepared jointly by both Parties. 15.7 No Waiver. A waiver by either Party of a breach of any of the covenants, conditions or agreements under this Agreement to be performed by the other Party shall not be construed as a waiver of any such breach or succeeding breach or of the same or other covenants, agreements, restrictions or conditions of this Agreement. 15.8 Modifications. Any alteration, change or modification of or to this Agreement, to become effective, shall be made in writing and in each instance signed on behalf of each Party. Crossroads at Washington — Joint PovBOX123ent Page 5