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<br />City of Santa Ana Community Development Agency
<br />Request for Proposals for Affordable Housing Development
<br />Page 30
<br />ii. HOLD HARMLESS/ INDEMNIFICATION
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<br />To the fullest extent permitted by law, Developer shall indemnify, defend and hold harmless City,
<br />Authority, its officers, agents and employees (collectively, the “Indemnified Parties”) from and against any
<br />and all claims (including, without limitation, claims for bodily injury, death or damage to property),
<br />demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties,
<br />liabilities, costs and expenses (including, without limitation, attorney’s fees, disbursements and court
<br />costs) of every kind and nature whatsoever (individually, a Claim; collectively, “Claims”), which may arise
<br />from or in any manner relate (directly or indirectly) to any work performed or services provided under this
<br />Contract (including, without limitation, defects in workmanship and/or materials) or Developer’s presence
<br />or activities conducted performing the work (including the negligent and/or willful acts, errors and/or
<br />omissions of Developer, its principals, officers, agents, employees, vendors, suppliers, contractors,
<br />subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be
<br />liable for any or all of them). Notwithstanding the foregoing, nothing herein shall be construed to require
<br />Developer to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful
<br />misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any
<br />award of attorney’s fees in any action on or to enforce the terms of the Agreement. This indemnity shall
<br />apply to all claims and liability regardless of whether any insurance policies are applicable. The policy
<br />limits do not act as a limitation upon the amount of indemnification to be provided by the Developer.
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<br />iii. NOTICE
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<br />Any notice, tender, demand, delivery or other communication pursuant to this contract shall be in writing
<br />and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail,
<br />postage prepaid, or sent by facsimile or other telegraphic communication to the following persons:
<br />
<br />To City: Clerk of the Council
<br /> City of Santa Ana
<br /> 20 Civic Center Plaza (M-30)
<br /> P.O. Box 1988
<br /> Santa Ana, CA 92702-1988
<br /> Fax 714-647-6956
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<br />With courtesy copy to:
<br />Housing Division Manager
<br />City of Santa Ana
<br />Community Development Agency
<br />20 Civic Center Plaza (M-26)
<br />Santa Ana, CA 92701
<br />Fax 714-667-2225
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<br />iv. TERMINATION
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<br />The City and the Authority reserves the right to terminate the contract, without penalty, for cause
<br />immediately or without cause.
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<br />1) In the event Developer fails or refuses to timely perform any of the provisions of the Agreement in the
<br />manner required, or if Developer violates any provision of the Agreement, Developer shall be deemed
<br />in default. City shall provide written notice of such default to Developer’s Project Manager. Developer
<br />shall cure said default within a period of two (2) working days. If such cure is not completed in a
<br />timely manner, City may assess liquidated damages or terminate the Agreement forthwith by giving
<br />written notice to Developer’s Project Manager. City may, in addition to the other remedies provided
<br />EXHIBIT 1
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