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all or any portion of its rights under this Agreement or to the proceeds of the City Loan <br />hereunder. <br />22. Relationship of Borrower and Citv. The relationship of Borrower and <br />City pursuant to this Agreement is that of debtor and creditor and shall not be, or -be <br />construed to be a joint venture, equity venture, partnership or other relationship. <br />23. Notices. (a) Except as otherwise expressly provided in this,Agreement,. <br />in every case when, under the provisions of this Agreement, it shall be,necessary or <br />desirable for one party to serve any notice, request demand; report or other 'y <br />communication on another party, the same shall be in writing and'�shall riot be effective _ E <br />for any purpose unless served (i) personally, (ii) by independent; reputable;.\overnight <br />commercial courier, or (iii) by deposit in the United States mail, postage and fees fully <br />prepaid, registered or certified mail, with return receipt requested, addresses as follows: <br />To Borrower. <br />4+ <br />To City: City of Santa Ana N") <br />Community.D'evelopment ;Agency <br />20 Civic Center Plaza; M26. <br />P.O. Boz 1988 <br />Santa Ana, CA 92702 <br />Attention: Housing Manager <br />24. Attorney's Fees and Costs: In the event that any action is instituted to <br />enforce payment or performance under this' Agreement, or otherwise in connection with <br />this Agreement, the parties agree.that the prevailing party shall be reimbursed by the <br />other party for all' costs and.. all attorney fees incurred by the prevailing party in such <br />action. <br />25. - Entire Aereement. This Agreement, together with all attachments hereto <br />and all documents executed pursuant hereto, constitutes the entire understanding and <br />agreement'of the parties. This Agreement integrates all of the terms and conditions <br />mentioned herein or -incidental hereto, and supersedes all prior negotiations, discussions <br />and previous agreements between the City and Borrower concerning all or any part of the <br />subject matter of this Agreement. <br />26. Conflict of Interest. No member, official or employee of City shall have <br />any- personal interest, direct or indirect, in this Agreement nor shall any member, official <br />or mployee participate in any decision relating to the Agreement which affects his <br />personal interests or the interests of any corporation, partnership or association in which <br />he is directly or indirectly interest. <br />25C-15 <br />