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action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive
<br />damage, or expense (including, without limitation, attorneys' fees), resulting from, arising
<br />out of, or based upon the negligence or wrongful act or omission of Agency or its City
<br />Council, boards and commissions, officers, agents, volunteers, or employees, in
<br />approving the Lease, approving any final construction plans, specifications, and building
<br />inspections. The Lease shall contain a provision requiring the Partnership to name the
<br />County as an additional insured with respect to any and all operations or activities
<br />conducted by the Partnership from or at the leased premises.
<br />County shall, to the extent permitted by law, indemnify, defend, and hold
<br />harmless the Agency and City of Santa Ana, and its officers, agents, and employees,
<br />from and against any claim, action, suit, proceeding, loss, cost, damage, liability,
<br />deficiency, fine, penalty, punitive damage, or expense (including, without limitation,
<br />attorney's fees), resulting from, arising out of, or based upon the negligence or wrongful
<br />act or omission of County or its Board of Supervisors, committees and commissions,
<br />officers, agents, volunteers, employees, in approving the Lease. The Lease shall contain
<br />a provision requiring the Partnership to name the City of Santa Ana and/or the Agency as
<br />an additional insured with respect to any and all operations or activities conducted by the
<br />Partnership from or at the leased premises.
<br />13. Except as specified in this section 13, all land and improvements on the
<br />Joint Property shall remain the joint property of County and Agency and shall be
<br />maintained and operated for Project purposes consistent with the terms of this Agreement
<br />and the Lease.
<br />If the Joint Property or any portion thereof is taken under the power of eminent
<br />domain or sold under the threat of the exercise of said power (collectively,
<br />"Condemnation"), then this JPA shall terminate as to the part taken only ("Condemned
<br />Property") as of the date the condemning authority takes title or possession, whichever
<br />first occurs. If the Condemnation results in termination of the Lease, then this JPA shall
<br />terminate in accordance with the terms contained herein. Any condemnation award for
<br />Condemned Property that is attributable to the Agency Property shall belong to the
<br />Agency and the condemnation award for Condemned Property that is attributable to the
<br />County Property shall belong to the County. If any of the Condemned Property includes
<br />Improvements, as that term is defined in the Lease, and the Lessor would be entitled to
<br />such condemnation award under the Lease, then the Parties shall divide the
<br />compensation award attributable to the Improvements evenly.
<br />14. All notices pursuant to this Agreement shall be addressed as set forth below
<br />or as either Party may hereafter designate by written notice and shall be sent through
<br />First Class U.S. Mail:
<br />To County: County of Orange
<br />Attn: County Executive Office, Real Estate
<br />333 W. Santa Ana Boulevard, 3'd Floor
<br />Santa Ana, CA 92701
<br />To Agency: Housing Authority of the City of Santa Ana
<br />20 Civic Center Plaza (M-26)
<br />P.O. Box 1988
<br />Crossroads at Washington — Joint PovNX122ent Page 4
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