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observed or performed which continues after notice to Developer and failure to cure as provided <br />herein. <br />If any such default shall have occurred, then and in such event, City shall be entitled in <br />addition to all other remedies provided by law or in equity: <br />To compel specific performance by Developer of its obligations under this <br />Agreement, it being recognized that the beneficiaries of Developer's obligations <br />hereunder cannot be adequately compensated for by monetary damages in the <br />event of Developer's default. <br />2. In the event the actual rent collected by Developer for any unit required under this <br />Agreement to be rented to lower income households and very low income tenants <br />is in excess of the maximum affordable rent allowed for such unit in violation of <br />the requirements of Paragraph III of this Agreement, the amount by which any <br />actual rent collected for such unit exceeds the maximum affordable rent for such <br />unit shall be deemed damages payable to City by Developer. Such damages shall <br />be in addition to any other remedy at law or in equity to City. <br />1. Legal Advice. Each party represents and warrants to the other the following: they <br />have carefully read this Agreement, and in signing this Agreement, they do so with full <br />knowledge of any right which they may have; they have received independent legal advice from <br />their respective legal counsel as to the matters set forth in this Agreement, or have knowingly <br />chosen not to consult legal counsel as to the matters set forth in this Agreement; and, they have <br />freely signed this Agreement without any reliance upon any agreement, promise, statement or <br />representation by or on behalf of the other party, or their respective agents, employees, or <br />attorneys, except as specifically set forth in this Agreement, and without duress or coercion, <br />whether economic or otherwise. <br />J. No Conflict of Interest. No member, official or employee of the City shall have any <br />personal interest, direct or indirect, in this Agreement, nor shall any such member, official or <br />employee participate in any decision relating to the Agreement which affects his or her personal <br />interests or the interests of any corporation, partnership or association in which he or she is, directly <br />or indirectly, interested. <br />K. Nonliability of City Officials and Employees. No member, official or employee of <br />the City of Santa Ana shall be personally liable to the Developer, or any successor-in-interest, in the <br />event of any default or breach by the City on any obligation under the terms of this Agreement. <br />L. Effective Date of Agreement. This Agreement shall be dated and effective as of the <br />date of the action by the City on which it approves this Agreement. <br />M. Entirety of Agreement. This Agreement integrates all of the terms and conditions <br />mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements <br />between the parties with respect to the matters contained herein. <br />7 <br />39A-23