SANTA ANA GOLF, LLC (COURSECO, INC.)

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12.9 Conflicts of Interest. The Contractor or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which: (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the work performed under this Agreement; and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. If subject to the Act, Contractor shall conform to all requirements of the Act. .Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Contractor shall indemnity and hold harmless City for any and claims for damages resulting from Contractor's violation of this Section. 1210 Understandings and Agreements. This Agreement and the Exhibits hereto, constitutes all of the understandings and agreements of whatever nature or kind existing between the parties with respect to Contractor's management and operation of the Facility. No agreement, statement or promises made by either Contractor or City which is not contained herein, shall be valid or binding. No prior agreement, understanding or representation pertaining to any such matter shall be effective for any purpose. 12.11 Interpretation. Each Party acknowledges that he/she/it has had the benefit of advice of competent legal counsel with respect to its decision to enter into this Agreement. The provisions of this Agreement shall be interpreted to give effect to their fair meaning and shall be construed as prepared by both Parties. 12.12 Headings. The Article, Section and Subsection headings contained in this Agreement are for convenience and reference only and are not intended to define, limit,or describe the scope or intent of any provision of this Agreement. 12.13 Consents. Each party agrees that it will not unreasonably withhold any consent or approval requested by the other party pursuant to the terms of the Agreement, and that any such consent or approval shall not be unreasonably delayed or qualified. Similarly, each party agrees that any provision of this Agreement which permits such party to make requests of the other party shall not be construed to permit the making of unreasonable requests. 12.14 Survival of Covenants. Any covenant,term,or provision of this Agreement which in order to be effective must survive the termination of this Agreement shall survive any such termination. 12.15 Third Parties. None of the obligations under this Agreement of either party shall run to or be enforceable by any party other than the party to this Agreement or by a party deriving rights under this Agreement as a result of an assignment permitted pursuant to the terms of this Agreement. 12.16 Waivers. No failure by Contractor or City to insist upon the strict performance of any covenant, agreement, term, or condition of this Agreement or to exercise any right or remedy consequent upon the breach of this Agreement shall constitute a waiver of any such breach or any subsequent breach of the same covenant, agreement, term or condition. No covenant, agreement, term or condition of this Agreement and no breach of this Agreement shall be waived, altered, or -28-