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SECTION 6. INDEMNIFICATION.
<br />A. General Indemnification. The Applicant shall indemnify, protect, defend and
<br />hold the City and/or any of its officials, officers, employees, agents, departments,
<br />agencies, authorized volunteers, and instrumentalities thereof, harmless from any
<br />and all claims, demands, lawsuits, writs of mandamus, and other and proceedings
<br />(whether legal, equitable, declaratory, administrative or adjudicatory in nature), and
<br />alternative dispute resolution procedures (including, but not limited to arbitrations,
<br />mediations, and such other procedures), judgments, orders, and decisions
<br />(collectively "Actions'), brought against the City and/or any of its officials, officers,
<br />employees, agents, departments, agencies, and instrumentalities thereof, that
<br />challenge, attack, or seek to modify, set aside, void, or annul, any action of, or any
<br />permit or approval issued by the City and/or any of its officials, officers, employees,
<br />agents, departments, agencies, and instrumentalities thereof (including actions
<br />approved by the voters of the City) for or concerning the project, whether such
<br />Actions are brought under the Ralph M. Brown Act, California Environmental Quality
<br />Act, the Planning and Zoning Law, the Subdivision Map Act, Code of Civil Procedure
<br />sections 1085 or 1094.5, or any other federal, state or local constitution, statute, law,
<br />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
<br />defense, and that Applicant shall reimburse the City for any costs and expenses
<br />directly and necessarily incurred by the City in the course of the defense. City shall
<br />promptly notify the Applicant of any Action brought and City shall cooperate with
<br />Applicant in the defense of the Action.
<br />B. Further Indemnification. Within five (5) days of receipt of a referendum
<br />petition by the City, Applicant shall deposit Fifty Thousand Dollars ($50,000)
<br />(`Referendum Deposit") with the City. City may use the funds to pay any and all costs
<br />associated with said referendum measure. If at any time the Referendum Deposit
<br />account has Five Thousand Dollars ($5,000) or less remaining, Applicant shall, within
<br />three (3) days of receiving notice from the City, deposit with the City additional funds
<br />as requested by the City to cover all costs and expenses associated with processing
<br />the referendum and holding the related election. Following certification of the election
<br />results, any funds remaining in the Referendum Deposit account shall be returned to
<br />the Applicant.
<br />SECTION 7. If any section, subsection, sentence, clause, phrase or portion of this
<br />ordinance for any reason held to be invalid or unconstitutional by the decision of any
<br />court of competent jurisdiction, such decision shall not affect the validity of the
<br />remaining portions of this ordinance. The City Council of the City of Santa Ana hereby
<br />declares that it would have adopted this ordinance and each section, subsection,
<br />sentence, clause phrase or portion thereof irrespective of the fact that any one or more
<br />sections, subsections, sentences, clauses, phrases, or portions be declared invalid or
<br />unconstitutional.
<br />Ordinance No. NS-XXXX
<br />Page 7
<br />11 D-9
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