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EXHIBIT 1
<br />If Developer fails or refuses to produce or maintain the insurance required by this section or fails or
<br />refuses to furnish the City and the Authority with required proof that insurance has been procured and is
<br />in force and paid for, the City and Authority shall have the right, at the City's/Authority's election, to
<br />forthwith terminate the Contract. Such termination shall not affect Developer's right to be paid for its time
<br />and materials expended prior to notification of termination. Developer waives the right to receive
<br />compensation and agrees to indemnify the City and the Authority for any work performed prior to approval
<br />of insurance by the City and Authority.
<br />ii. HOLD HARMLESS/ INDEMNIFICATION
<br />To the fullest extent permitted by law, Developer shall indemnify, defend and hold harmless City,
<br />Authority, its officers, agents and employees (collectively, the "Indemnified Parties') from and against any
<br />and all claims (including, without limitation, claims for bodily injury, death or damage to property),
<br />demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties,
<br />liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court
<br />costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims'), which may arise
<br />from or in any manner relate (directly or indirectly) to any work performed or services provided under this
<br />Contract (including, without limitation, defects in workmanship and/or materials) or Developer's presence
<br />or activities conducted performing the work (including the negligent and/or willful acts, errors and/or
<br />omissions of Developer, its principals, officers, agents, employees, vendors, suppliers, contractors,
<br />subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be
<br />liable for any or all of them). Notwithstanding the foregoing, nothing herein shall be construed to require
<br />Developer to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful
<br />misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any
<br />award of attorney's fees in any action on or to enforce the terms of the Agreement. This indemnity shall
<br />apply to all claims and liability regardless of whether any insurance policies are applicable. The policy
<br />limits do not act as a limitation upon the amount of indemnification to be provided by the Developer.
<br />Ill. NOTICE
<br />Any notice, tender, demand, delivery or other communication pursuant to this contract shall be in writing
<br />and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail,
<br />postage prepaid, or sent by facsimile or other telegraphic communication to the following persons:
<br />To City: Clerk of the Council
<br />City of Santa Ana
<br />20 Civic Center Plaza (M-30)
<br />P.O. Box 1988
<br />Santa Ana, CA 92702-1988
<br />Fax 714-647-6956
<br />With courtesy copy to
<br />Housing Division Manager
<br />City of Santa Ana
<br />Community Development Agency
<br />20 Civic Center Plaza (M-26)
<br />Santa Ana, CA 92701
<br />Fax 714-667-2225
<br />City of Santa Ana Community Development Agency
<br />Request for Proposals for Affordable Housing Development
<br />UA�2 87
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