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Section 4. The Development Agreement, a true and correct copy of which is
<br />attached hereto as Exhibit A and incorporated herein by this reference, is hereby
<br />recommended for City Council approval.
<br />Section 5. The Development Agreement shall not be effective unless and until
<br />Resolution No. 2019-108(Environmental Impact Report No. 2018-01), Resolution No.
<br />2019-107 (General Plan Amendment No. 2018-06) and Ordinance No. NS-2980
<br />(Amendment Application No. 2018-10) are adopted and become effective. If said
<br />resolution and Development Agreement are for any reason held to be invalid or
<br />unconstitutional by the decision of any court of competent jurisdiction, or otherwise does
<br />not go into effect for any reason, then the Development
<br />Agreement shall be null and void and have no further force and effect.
<br />Section 6. INDEMNIFICATION. The Developer shall indemnify, protect, defend
<br />and hold the City and/or any of its officials, officers, employees, agents, departments,
<br />agencies, authorized volunteers, and instrumentalities thereof, harmless from any and all
<br />claims, demands, lawsuits, writs of mandamus, and other and proceedings (whether legal,
<br />equitable, declaratory, administrative or adjudicatory in nature), and alternative dispute
<br />resolution procedures (including, but not limited to arbitrations, mediations, and such other
<br />procedures), judgments, orders, and decisions (collectively "Actions"), brought against the
<br />City and/or any of its officials, officers, employees, agents, departments, agencies, and
<br />instrumentalities thereof, that challenge, attack, or seek to modify, set aside, void, or annul,
<br />any action of, or any permit or approval issued by the City and/or any of its officials,
<br />officers, employees, agents, departments, agencies, and instrumentalities thereof
<br />(including actions approved by the voters of the City) for or concerning the Project,
<br />whether such Actions are brought under the Ralph M. Brown Act, California Environmental
<br />Quality Act, the Planning and Zoning Law, the Subdivision Map Act, Code of Civil
<br />Procedure sections 1085 or 1094.5, or any other federal, state or local constitution,
<br />statute, law, ordinance, charter, rule, regulation, or any decision of a court of competent
<br />jurisdiction. It is expressly agreed that the City shall have the right to approve, which
<br />approval will not be unreasonably withheld, the legal counsel providing the City's defense,
<br />and that Developer shall reimburse the City for any costs and expenses directly and
<br />necessarily incurred by the City in the course of the defense. City shall promptly notify the
<br />Developer of any Action brought and City shall cooperate with Developer in the defense of
<br />the Action.
<br />Section 7. SEVERABILITY. If any section, subsection, sentence, clause,
<br />phrase or portion of this ordinance for any reason held to be invalid or unconstitutional
<br />by the decision of any court of competent jurisdiction, such decision shall not affect the
<br />validity of the remaining portions of this ordinance. The City Council of the City of Santa
<br />Ana hereby declares that it would have adopted this ordinance and each section,
<br />subsection, sentence, clause phrase or portion thereof irrespective of the fact that any
<br />one or more sections, subsections, sentences, clauses, phrases, or portions be
<br />declared invalid or unconstitutional.
<br />Ordinance NS-2979
<br />Page 8 of 59
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