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executed, without regard to conflicts of law provisions, and as such laws may be amended from <br />time to time during the Negotiation Period. Any action brought concerning this Agreement shall <br />be brought in the appropriate court for the County of Orange, California. The provisions of this <br />Section 14.2 shall survive the termination or expiration of this Agreement. <br />14.3 Conflicts of Interest. For the term of this Agreement, no member, officer or <br />employee of the CITY, during the term of his or her service with the CITY, shall have any direct <br />or indirect interest in this Agreement or obtain any present or anticipated material benefit arising <br />therefrom. <br />14.4 No Third Party Beneficiaries, Each Party expressly acknowledges and agrees <br />that they do not intend, by their execution of this Agreement, to benefit any persons or entities <br />not signatory to this Agreement, including, without limitation, any brokers representing the <br />Parties to this transaction. The foregoing shall not be deemed to release SJHS and /or TSJ from <br />any obligation it may have to pay commissions or brokerage fees which it may be obligated to <br />pay pursuant to any other contract to which SJHS and /or TSJ may be a party. No person or <br />entity not a signatory to this Agreement shall have any rights or causes of action against a Party <br />arising out of or due to a Party's entry into this Agreement. Third parties, for the purposes of this <br />Section, shall not include persons to whom fees are paid for professional services, if rendered by <br />attorneys, financial consultants, accountants, engineers, architects and other consultants. The <br />CITY and DEVELOPER each represent to the other that they have not had any conversations or <br />dealings with any broker, finder or other intermediary in connection with the Property. The <br />CITY and DEVELOPER each agree to defend and indemnify the other from and against any and <br />all third party liabilities, claims, demands, damages and costs of any kind (including attorneys' <br />fees, costs and expenses) arising from or connected with any broker's or finder's fee or <br />commission or charge claimed to be due by any person arising from or by reason of the other's <br />conduct with respect to this transaction. The provisions of this Section 14.4 shall survive the <br />termination or expiration of this Agreement. <br />14.5 Notices and Demands. All notices or other communications required or <br />permitted between the Parties under this Agreement shall be in writing, and may be: (a) <br />personally delivered, (b) sent by United States registered or certified mail, postage prepaid, <br />return receipt requested, (c) sent by facsimile and /or electronic transmission, confirmed by same <br />day mailing of a "hard" copy, ordinary first class mail, postage prepaid, or (d) sent by nationally <br />recognized overnight courier service (e,g., Federal Express), addressed to the Parties at the <br />addresses provided below, subject to the right of a Party to designate a different address for itself <br />by notice similarly given. Any notice given by registered or certified United States mail shall be <br />deemed to have been given on the second business day after the same is deposited in the United <br />States mail Any notice personally delivered or delivered by facsimile or overnight courier <br />service (e.g., Federal Express), shall be deemed giving upon receipt of the same by the Party to <br />whom the notice is given. <br />To CITY: City of Santa Ana <br />20 Civic Center <br />Santa Ana, CA 92701 <br />Attn: City Clerk and City Attorney <br />48677228.1 <br />