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B. Without limiting any other remedy which may be available to it, if Developer
<br />fails to perform any of its obligations under this Agreement, City may cease performing
<br />its obligations under this Agreement.
<br />C. If any amounts remain owing to City for Services actually performed prior to
<br />termination of this Agreement, City may bring an action to recover all costs and expenses
<br />incurred by the City in completing such Services, together with interest thereon from the
<br />date incurred at the rate of ten percent (10%) per annum, or at the maximum legal rate,
<br />whichever is greater.
<br />D. City will not take the Project forward for consideration of discretionary
<br />actions unless and until all fees are paid. If any amounts remain owing to City pursuant
<br />to this Agreement for Services actually performed prior to termination of this Agreement,
<br />City may withhold consideration of discretionary actions, permits and/or certificates of
<br />occupancy until all such amounts are paid.
<br />10. Indemnification. Developer further agrees that to the fullest extent permitted
<br />by law, the Developer shall defend, indemnify, protect, and hold harmless, the City of
<br />Santa Ana and its constituent public agency members, officers, employees, volunteers,
<br />attorneys -and -agents -(in -the -aggregate; the"City-Indemnitees")-from—an}ran�d-all-liability,
<br />demand, claim, action, or proceeding, whether actual, alleged, or threatened, including
<br />by way of example but not exclusion, proceedings of an administrative or regulatory
<br />nature and proceedings that may be associated with alternative dispute resolution (an
<br />"Indemnified Claim") brought by third parties against any City Indemnities (including any
<br />advisory agency of the City), to attack, set aside, void, annul, or challenge the validity of
<br />any approvals granted for the Project, the Environmental Document concerning the
<br />Project, or seeking damages which may arise from any approvals granted for the Project,
<br />the Environmental Document concerning the Project, or this Agreement, other than
<br />liabilities, demands, claims, actions or proceedings caused by the sole active negligence
<br />or willful misconduct of the City or any City Indemnitee.
<br />In any defense of any City Indemnitees, City shall have the absolute right to unilaterally
<br />select the legal counsel for such City Indemnitees (with the intention of using one law firm
<br />to defend all City Indemnitees unless conflicts of interest preclude such joint
<br />representation), and any experts or consultants deemed necessary by City in an exercise
<br />of City's sole discretion. Developer shall reimburse City for one hundred percent (100%)
<br />of the City's actual fees and costs in connection with the Litigation ("Fees and Costs").
<br />Such Fees and Costs shall include, but not be limited to, all reasonable court costs and
<br />attorneys' fees, including other City staff time, consultants or experts, spent in regard to
<br />defense of an Indemnified Claim.
<br />City shall promptly render notice to the Developer of the existence of the
<br />Indemnified Claim (a "Notice") and Developer shall defend the City Indemnitees at
<br />Developer's expense. City shall cooperate fully with Developer in the defense of any
<br />Indemnified Claim. In any Notice, City shall estimate the cost of its defense, which shall
<br />include, but not be limited to, actual attorney fees, court costs, expert witnesses and
<br />y
<br />25D-10
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