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C. Indemnification. Landlord agrees to defend, and shall indemnify and hold harmless
<br />the City, its officers, agents, employees, contractors, special counsel, and representatives from liability
<br />from any claim that damages, just compensation, restitution, judicial or equitable relief is due by
<br />reason of the terms of or effects arising from this Agreement and that arise out of, pertain to, or relate
<br />to the negligence, recklessness, or willful misconduct of the Landlord. This indemnity and hold
<br />harmless agreement applies to all claims for damages, just compensation, restitution, judicial or
<br />equitable relief suffered, or alleged to have been suffered, by reason of the terms of, or effects, arising
<br />from this Agreement and that arise out of, pertain to, or relate to the negligence, recklessness, or
<br />willful misconduct of the Landlord. Landlord further agrees to indemnify, hold harmless, and pay all
<br />costs for the defense of the City, including fees and costs for special counsel to be selected by the
<br />City, regarding any action by a third party challenging the validity of this Agreement, or asserting that
<br />damages, just compensation, restitution, judicial or equitable relief due to personal or property rights
<br />arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable
<br />decisions with respect to its representation in any legal proceeding.
<br />D. Exclusivity and Amendment of Agreement. This Agreement represents the complete
<br />and exclusive statement between the parties hereto with respect to the use of City's CARES Act funds
<br />by Landlord and contains all the covenants and agreements between the parties with respect to said
<br />Program. Each party to this Agreement acknowledges that no representations, inducements, promises
<br />or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any
<br />party, which are not embodied herein, and that no other agreement or amendment hereto shall be
<br />effective unless executed in writing and signed by both City and Landlord.
<br />E. Agreement Runs with the Land. All obligations and restrictions of this Agreement
<br />shall run with the land with respect to the subject Property. No sale of the Property or assignment
<br />of rights shall terminate or alter the legal obligations of the Property Owner pursuant to this
<br />Agreement.
<br />F. Waiver. No waiver of breach, failure of any condition, or any right or remedy
<br />contained in or granted by the provisions of this Agreement shall be effective unless it is in writing
<br />and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure
<br />or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or
<br />not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.
<br />G. Notices. Any notice, tender, demand, delivery, or other communication pursuant to
<br />this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or
<br />mailed by first class or certified mail, postage prepaid, or sent by fax or other electronic
<br />communication in the manner provided in this section, to the following persons:
<br />TO CITY: City of Santa Ana
<br />Steven Mendoza
<br />Executive Director
<br />Community Development Agency
<br />20 Civic Center Plaza
<br />P.O. Box 1988
<br />Santa Ana, California 92702-1988
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