39C - DENSITY APP - 435 AND 437 S BIRCH ST

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If any such default shall have occurred, then and in such event, City shall be entitled in addition to all other remedies provided by law or in equity: To compel specific performance by Developer of its obligations under this Agreement, it being recognized that the beneficiaries of Developer's obligations hereunder cannot be adequately compensated for by monetary damages in the event of Developer's default. In the event the actual rent collected by Developer for any unit required under this Agreement to be rented to lower income households and very low income tenants is in excess of the maximum affordable rent allowed for such unit in violation of the requirements of Paragraph III of this Agreement, the amount by which any actual rent collected for such unit exceeds the maximum affordable rent for such unit shall be deemed damages payable to City by Developer. Such damages shall be in addition to any other remedy at law or in equity to City. 1. Legal Advice. Each party represents and warrants to the other the following: they have carefully read this Agreement, and in signing this Agreement, they do so with full knowledge of any right which they may have; they have received independent legal advice from their respective legal counsel as to the matters set forth in this Agreement, or have knowingly chosen not to consult legal counsel as to the matters set forth in this Agreement; and, they have freely signed this Agreement without any reliance upon any agreement, promise, statement or representation by or on behalf of the other party, or their respective agents, employees, or attorneys, except as specifically set forth in this Agreement, and without duress or coercion, whether economic or otherwise. J. No Conflict of Interest. No member, official or employee of the City shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official or employee participate in any decision relating to the Agreement which affects his or her personal interests or the interests of any corporation, partnership or association in which he or she is, directly or indirectly, interested. K. Nonliability of City Officials and Employees. No member, official or employee of the City of Santa Ana shall be personally liable to the Developer, or any successor-in-interest, in the event of any default or breach by the City on any obligation under the terms of this Agreement. L. Effective Date of Agreement. This Agreement shall be dated and effective as of the date of the action by the City on which it approves this Agreement. M. Entirety of Agreement. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties with respect to the matters contained herein. N. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of Developer and Santa Ana and their respective successors and assigns. 7 39C-24