ORANGE HOUSING DEVELOPMENT CORPORATION/C&C DEVELOPMENT

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joint venture. Developer is an independent contractor who shall in no way be considered an employee of the City. It is expressly acknowledged and agreed that Developer shall be responsible for maintaining its own insurance as described in paragraph 906. 902. Notices. Any approval, disapproval, demand, document or other notice ("Notice") which either party may desire to give to the other party under this Agreement must be in writing and may be given by any commercially acceptable means to the party to whom the Notice is directed at the address of the party as set forth below, or at any other address as that party may later designate by Notice. To City: City of Santa Ana — Housing Division 20 Civic Center Plaza, M-37 Santa Ana, California 92701 Attention: City Manager To Developer: Townsend & Raitt, LP Orange Housing Development Corporation 414 East Chapman Avenue Orange, California 92866 Attn: Executive Director With a copy to: C&C T&R, LLC c/o C&C Development Company, LLC 1110 E. Chapman Avenue, Suite 200 Orange, CA 92866 Any written notice, demand or communication shall be deemed received immediate if delivered by hand and shall be deemed received on the third day from the date it is postmarked if delivered by registered or certified mail. 903. Modification of Terms. The City Manager shall have the authority to make minor modifications to the terms contained herein with the prior approval of the City Attorney's Office. Any alteration, change or modification of or to this Agreement, in order to become effective, shall be made in writing and in each instance signed on behalf of each party. 904. Limitation on Delegation. Inasmuch as this Agreement is intended to secure the specialized services of Developer, Developer may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other developers or consultants retained by the City. 905. Exclusivity and Amendment. This Agreement represents the complete and exclusive statement between the City and Developer, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This 17