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21.11 Time of the Essence. Time is of the essence under this Agreement and in the performance of every term, covenant, and obligation contained herein. 21.12 Conflict of Interest. No member, official or employee of the Successor Agency or the City shall have any direct or indirect interest in this Agreement, nor participate in any decision relating to the Agreement which is prohibited by law. 21.13 Warranty Against Payment of Consideration. Vista Del Rio warrants that it has not paid or given, and will not pay or give, any third person any money or other consideration for obtaining this Agreement. 21.14 Nonliability of City and Successor Agency Officials and Employees. No member, official or employee of City or Successor Agency shall be personally liable to Vista Del Rio, or any successor in interest, in the event of any default or breach by City or Successor Agency or for any amount which may become due to Vista Del Rio or successor, or on any obligation under the terms of this Agreement. 21.15 Plans and Data. Should Vista Del Rio not proceed with the work and construction of the Property, and upon termination of this Agreement for any reason, Vista Del Rio shall deliver to City any and all plans and data concerning the Property /Project, and City or any person or entity designated by City shall have the right to use such plans and data without compensation to Vista Del Rio. Such right of City shall be subject to any right of the preparer of the plans to their use. 21.16 Authority to Enter Agreement. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify the Successor Agency and City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 21.17 Subsequent Approvals. Except where otherwise indicated, all subsequent approvals identified in this Agreement, other than approvals by the City Council of the City of Santa Ana, shall not be unreasonably withheld, delayed or conditioned. 21.18 City, Successor Agency and Authority Approvals and Actions. The City, Successor Agency and Authority shall maintain authority of this Agreement and the authority to implement this Agreement through the Executive Directors. The Executive Directors shall have the authority to make approvals, issue interpretations, waive provisions, and /or enter into amendments of this Agreement on behalf of the City, Successor Agency and Authority so long as such actions do not materially or substantially change the uses or development permitted on the Property, or materially or substantially add to the costs incurred or to be incurred by the City, Successor Agency or Authority as specified herein, and such approvals, interpretations, waivers and /or amendments may include extensions of time to perform as specified in the Schedule of Performance. All other material and /or substantial interpretations, waivers, or amendments shall require the consideration, action and written consent of the City Council, Successor Agency Board and Authority Board. {Signatures appear on following pages} 46 DOCSOC/ 1475221 v 10/200272 -0004