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7. Management. Except as otherwise provided in this MOU, the approval of both the City and County shall be required for decisions regarding management and disposition of the Joint Property, 8. Successors and Assigns. This MOU shall be binding upon and shall inure to the benefit of the County and City and their respective heirs, personal representatives, successors and assigns. Neither Party shall have the right to assign this MOU or any interest or right under this MOU without the prior written consent of the other Party. 9. No Attorneys' Fees. hi any action between the Parties to interpret, enforce, award, modify or rescind any of the terms or provisions of this MOU, or any action otherwise commenced or taken in connection with this MOU, both Parties shall be responsible for their respective litigation costs and attorneys' fees, except as provided in Section 5, above, regarding indemnity. 10. Jurisdiction and Venue. This MOU shall be construed under the laws of the State of California in effect at the time of the signing of this MOU. The Parties consent to the jurisdiction of the California courts with venue in County of Orange. 11. 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 MOU or of any of its terms. Reference to section numbers are to sections in this MOU, unless expressly stated otherwise. 12. Interpretation. As used in this MOU, 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 MOU shall be interpreted as though prepared jointly by both Parties. 13. No Waiver. A waiver by either Party of a breach of any of the covenants, conditions or agreements under this MOU 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 MOU. 14. Modifications. Any alteration, change or modification of or to this MOU, to become effective, shall be made in writing and in each instance signed on behalf of each Party. 15. Severability. If any term, provision, condition or covenant of this MOU or its application to any Party or circumstances shall be held, to any extent, invalid or unenforceable, the remainder of this MOU, and the application of the term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected, and shall be valid- and enforceable to the fullest extent permitted by law. 16. Cooperation. Each Party agrees to cooperate with the other in the execution of this MOU and, in that regard, to sign any and all documents which may be reasonably necessary, helpful, or appropriate to carry out the purposes and intent of this MOU including, but not limited to, releases or additional agreements. 17. Counterparts. This MOU may be signed in multiple counterparts which, when signed by all Parties, shall constitute a binding agreement. Crossroads at Washington RHNA Allocation Transfer Agreement