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further agrees to indemnify, hold harmless, and pay all costs for the defense of the Occupant,
<br />including fees and costs for special counsel to be selected by the Occupant, regarding any action
<br />by a third party challenging the validity of this Agreement, or asserting that personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief due to personal or property
<br />rights arises by reason of the terms of, or effects arising from this Agreement. Occupant may
<br />make all reasonable decisions with respect to its representation in any legal proceeding.
<br />Immunity 24. The political subdivision shall be immune from liability for ordinary negligence in the
<br />provision of emergency housing pursuant to Government Code Section 8698.2. This limitation of
<br />liability shall apply only to conditions, acts, or omissions directly related to, and which would not
<br />occur but for, the provision of emergency housing. This section does not limit liability for grossly
<br />negligent, reckless, or intentional conduct which causes injury.
<br />Records 25. Owner shall keep records and invoices in connection with the occupancy and work to be
<br />performed under this Agreement. Owner shall maintain complete and accurate records with
<br />respect to the costs incurred under this Agreement and any services, expenditures, and
<br />disbursements charged to the Occupant for a minimum period of three (3) years, orfor any longer
<br />period required by law, from the date of final payment to Owner under this Agreement. All such
<br />records and invoices shall be clearly identifiable. Owner shall allow a representative of the City
<br />to examine, audit, and make transcripts or copies of such records and any other documents
<br />created pursuant to this Agreement during regular business hours. Owner shall allow inspection
<br />of all work, data, documents, proceedings, and activities related to this Agreement for a period of
<br />three (3) years from the date of final payment to Owner under this Agreement.
<br />Waiver 26. No waiver of breach, failure of any condition, or any right or remedy contained in or
<br />granted by the provisions of this Agreement shall be effective unless it is in writing and signed by
<br />the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or
<br />remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not
<br />similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.
<br />Jurisdiction - 27. This Agreement has been executed and delivered in the State of California and the
<br />Venue validity, interpretation, performance, and enforcement of any of the clauses of this Agreement
<br />shall be determined and governed by the laws of the State of California. Both parties further
<br />agree that Orange County, California, shall be the venue for any action or proceeding that may
<br />be brought or arise out of, in connection with or by reason of this Agreement.
<br />Authorization 28. Occupant and Owner (each, a "signing party") each represents and warrants to the other
<br />that the person or persons signing this Occupancy Agreement on behalf of the signing party has
<br />full authority to do so and that this Occupancy Agreement binds the signing party. Owner shall
<br />indemnify Occupant fully, including reasonable costs and attorney's fees, for any injuries or
<br />damages to Occupant in the event that such authority or power is not, in fact, held by the signatory
<br />or is withdrawn.
<br />Taxes 29. Owner is solely responsible for all tax liabilities, including property taxes, or any
<br />assessments related to the Premises, including but not limited to those associated with utilities.
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