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XII. Conflict of Interest <br />No council member, official, contractor, consultant, attorney or employee of the <br />City having any conflict of interest, direct or indirect, related to this Inclusionary <br />Housing Agreement, or in the development of the Property, shall participate in <br />any decision relating to this Inclusionary Housing Agreement. The Parties <br />represent and warrant that they do not have knowledge of any such conflict of <br />interest. <br />XIIh Nonliability of City or City Officials and Employees <br />No council member, official, contractor, consultant, attorney or employee of the <br />City shall be personally liable to the Developer, any voluntary or involuntary <br />successors and assignees, or any lender or other party holding any interest in <br />the Property, in the event of any default or breach by the City, or for any amount <br />which may become due to the Developer or to its successors or assignees, or on <br />any obligations arising under this Inclusionary Housing Agreement. <br />XIV. Indemnification <br />The Developer agrees to indemnify and hold the City, and its officers, employees <br />and agents, harmless from and against all damages, judgments, costs, expenses <br />and fees arising from or related to any act or omission of the Developer in <br />performing its obligations hereunder. The City agrees to indemnify and hold the <br />Developer and its officers, employees and agents, harmless from and against all <br />damages, judgments, costs expenses and fees arising from or related to any act <br />or omission of the City in performing its obligations hereunder. <br />XV. No Waiver <br />Failure to insist upon strict compliance with any of the terms, covenants, <br />conditions and restrictions hereof on any one occasion shall not be deemed a <br />waiver of such term, covenant, condition or restriction. Any waiver or <br />relinquishment of rights or powers hereunder at any one time or more times shall <br />not be deemed a waiver or relinquishment of such other rights or powers at any <br />other time or times. <br />XVI. Jurisdiction and Venue <br />Any legal action or proceeding concerning this Inclusionary Housing Agreement <br />shall be filed and prosecuted in the appropriate State of California court in <br />Inclusionary Housing Agreement Page 13 <br />City of Santa Ana February 17, 2015 <br />1603 \14 \1654522.2 25G-1 5 <br />