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1. Any diversity of citizenship between the City and the Developer; or <br />2. The fact that the City is a party to such action or proceeding; or <br />3. That a federal question or federal right is involved or alleged to be <br />involved. <br />Without limiting the generality of the foregoing, the Developer and the City <br />specifically waive any rights provided to it pursuant to California Code of Civil <br />Procedure 394. The Developer acknowledges that the provisions of this Article 3 <br />— Section VII are material consideration to the City for its entry into this <br />Inclusionary Housing Agreement, in that the City will avoid the potential cost, <br />expense and inconvenience of litigating in a distant forum. <br />VIII. Inspection of Books and Records <br />To enforce its rights under this Inclusionary Housing Agreement, the City shall <br />have the right at all reasonable times and upon reasonable advance notice, at <br />the City's cost and expense, to inspect the books and records of the Developer <br />that are not privileged, confidential, trade secrets or otherwise protected from <br />disclosure and that pertain to the sale of the Inclusionary Units at the Property. <br />Matters discovered by the City shall not be disclosed to third parties unless <br />required by law, or unless otherwise resulting from or related to the pursuit of any <br />remedies or the assertion of any rights of the City hereunder subject to, however, <br />any right of the Developer to seek a protective order to prevent the disclosure of <br />any confidential or privileged information. <br />IX. Successors and Assigns <br />This Inclusionary Housing Agreement shall be binding upon, and inure to the <br />benefit of, the Parties hereto and their respective heirs, executors, <br />administrators, legal representatives, successors and assigns. <br />X. No Third Party Beneficiaries <br />The performance of the City's and the Developer's respective obligations under <br />this Inclusionary Housing Agreement are not intended to benefit any party other <br />than the City or the Developer, except as expressly provided otherwise herein. <br />No person or entity not a signatory to this Inclusionary Housing Agreement shall <br />have any rights or causes of action against any Party to this Inclusionary Housing <br />Agreement as a result of that Party's performance or non - performance under this <br />Inclusionary Housing Agreement - Ownership Project Page 20 <br />City of Santa Ana January 2015 <br />