Item 42 - Exchange of Real Property and Purchase of Land

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9.3 Waivers. The waiver by either Party of any breach of any covenant or agreement herein contained on the part of the other Party shall not be deemed or held to be a waiver of any subsequent or other breach of said covenant or agreement nor a waiver of any breach of any other covenants or agreements contained herein. 9.4 Assignme . Neither this Agreement, nor any interest herein, shall be assignable by any Party without prior written consent of the other, non -assigning Party hereto. 9.5 Inurement. Subject to the restrictions against assignment as herein contained, this Agreement, and all the terms, covenants, and conditions hereof, shall inure to the benefit of and shall be binding upon, the assigns, successors in interest, personal representatives, estates, heirs and legatees of the respective parties hereto. 9.6 Governing Law. All questions with respect to this Agreement, and rights and liabilities of the Parties hereto, shall be governed by the laws of the State of California. Venue shall be in the County of Orange. 9.7 Attorney. In the event of any controversy, claim or dispute between the Parties hereto, arising out of or relating to this Agreement or the breach thereof, the prevailing party shall be entitled to recover from the other party reasonable expenses, attorney fees and costs. 9.8 Entire Agreement. The Agreement contains the entire agreement of the Parties hereto, and supersedes any prior written or oral agreements between them concerning the subject matter contained herein. There are no representations, agreements, arrangements, or understandings, oral or written, between the Parties hereto, relating to the subject matter contained in this Agreement which are not fully expressed herein. 9.9 Additional Documents. All Parties hereto agree to execute any and all additional documents and instruments necessary to carry out the terms of this Agreement. 9.10 No Merger. All warranties, representations, acknowledgements, releases, covenants and obligations contained in this Agreement shall survive delivery and recordation of the grant deeds. 9.11 Contingency. It is understood and agreed between the Parties hereto that the completion of this transaction, and the escrow created hereby, is contingent upon the specific acceptance and approval of the City herein. The execution of these documents and the delivery of same to Escrow Agent constitute said acceptance and approval. 9.12 Modification and Amendment. This Agreement may not be modified or amended except in writing signed by the Parties. 9.13 Partial Invalidity. Any provision of this Agreement that is unenforceable or invalid or the conclusion of which would adversely affect the validity, legality, or enforcement of this Agreement shall have no effect, but all the remaining provisions of this Agreement shall remain in full force. Page 9of11