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21.11 Time of the Essence. Time is of the essence under this Agreement and in the <br />performance of every term, covenant, and obligation contained herein. <br />21.12 Conflict of Interest. No member, official or employee of the Agency or the City <br />shall have any direct or indirect interest in this Agreement, nor participate in any decision relating to <br />the Agreement which is prohibited by law. <br />21.13 Warranty Against Payment of Consideration. Vista Del Rio warrants that it has <br />not paid or given, and will not pay or give, any third person any money or other consideration for <br />obtaining this Agreement. <br />21.14 Nonliabilitp of City and Agency Officials and Employees. No member, official or <br />employee of City or Agency shall be personally liable to Vista Del Rio, or any successor in interest, <br />in the event of any default or breach by City or Agency or for any amount which may become due to <br />Vista Del Rio or successor, or on any obligation under the terms of this Agreement. <br />21.15 Plans and Data. Should Vista Del Rio not proceed with the work and construction <br />of the Property, and upon termination of this Agreement for any reason, Vista Del Rio shall deliver to <br />City any and all plans and data concerning the Property/Project, and City or any person or entity <br />designated by City shall have the right to use such plans and data without compensation to Vista Del <br />Rio. Such right of City shall be subject to any right of the preparer of the plans to their use. <br />21.16 Authority to Enter Agreement. Each undersigned represents and warrants that its <br />signature hereinbelow has the power, authority and right to bind their respective parties to each of the <br />terms of this Agreement, and shall indemnify the Agency and City fully, including reasonable costs <br />and attorney's fees, for any injuries or damages to City in the event that such authority or power is <br />not, in fact, held by the signatory or is withdrawn. <br />21.17 Subsequent Approvals. Except where otherwise indicated, all subsequent approvals <br />identified in this Agreement, other than approvals by the City Council of the City of Santa Ana, shall <br />not be unreasonably withheld, delayed or conditioned. <br />21.18 City, Agency and Authority Approvals and Actions. The City, Agency and <br />Authority shall maintain authority of this Agreement and the authority to implement this Agreement <br />through the Executive Directors. The Executive Directors shall have the authority to make <br />approvals, issue interpretations, waive provisions, and/or enter into amendments of this Agreement <br />on behalf of the City, Agency and Authority so long as such actions do not materially or substantially <br />change the uses or development permitted on the Property, or materially or substantially add to the <br />costs incurred or to be incurred by the City, Agency or Authority as specified herein, and such <br />approvals, interpretations, waivers and/or amendments may include extensions of time to perform as <br />specified in the Schedule of Performance. All other material and/or substantial interpretations, <br />waivers, or amendments shall require the consideration, action and written consent of the City <br />Council, Agency Board and Authority Board. <br />{Signatures appear on following pages} <br />45 <br />DOCSOC/1475221 v5/200272-0004 <br />