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power of eminent domain or its police powers, including, but not limited to, the regulation of
<br />land uses, and the taking of any actions necessary to protect the health, safety and welfare.
<br />3.9 Cumulative Remedies. The rights or remedies of the City, as provided in this
<br />Agreement, or pursuant to any applicable laws, rules or regulations, may be pursued singly,
<br />successively, together or otherwise against the Property, Owner or its transferees, at the sole
<br />discretion of the City. The City's failure to exercise any such right or remedy shall in no event
<br />be construed as a waiver or release of such rights or remedies, or of the right to exercise them at
<br />any later time.
<br />3.10 Indemnification. Owner agrees to indemnify, defend and hold harmless the City,
<br />its elected officials, officers, agents and employees from and against all claims, demands, costs,
<br />damages, liabilities and obligations of any kind or nature arising out of the deferral provided by
<br />the Development Impact Fee Deferral Ordinance to Owner, this Agreement, or both, including
<br />without limitation, all costs of collection, including actual attorneys' and expert witness fees.
<br />3.11 Successors and Assigns. Owner may not assign this Agreement, in whole or in
<br />part, without the prior written consent of the City, which may be given, withheld or conditioned
<br />in the City's sole and absolute discretion. Any attempt to assign this Agreement without the
<br />City's prior written consent shall be null and void. This Agreement shall be binding on any and
<br />all permitted successors and assigns of Owner.
<br />3.12 Governing Laws. This Agreement shall be governed by the laws of the State of
<br />California, without regard to the conflict of laws principles. The Superior Courts of the State of
<br />California in the County of Orange, California, shall have exclusive jurisdiction of any litigation
<br />between the City and Owner arising out of this Agreement. Owner hereby expressly waives the
<br />provisions of any federal or state law providing for a change of venue to any other state court or
<br />to federal district court, due to any reason whatsoever, including, without implied limitation, the
<br />fact that the City is a party to this Agreement, due to any diversity of citizenship between the
<br />City and Owner, or due to the fact that a federal question may be involved. Without limiting the
<br />generality of the foregoing, Owner expressly waives, to the maximum legal extent, the benefit of
<br />California Code of Civil Procedure Section 394 and all other state and federal statutes and
<br />judicial decisions of similar effect. Unless otherwise noted in this Agreement, all terms shall
<br />have the meaning ascribed to that term in the Development Impact Fee Deferral Ordinance.
<br />3.13 Notices. All notices required to be delivered under this Agreement or applicable
<br />law shall be delivered by personal delivery, express mail or by United States mail, certified,
<br />postage prepaid. Notices personally delivered or delivered by express mail shall be deemed
<br />received upon receipt. Notices delivered by certified mail shall be deemed received the earlier of
<br />three (3) days following deposit of such notice with the United Sates Postal Service or actual
<br />receipt. Notices shall be sent as follows:
<br />To City: City of Santa Ana
<br />c/o Clerk of the Council
<br />20 Civic Center Plaza
<br />P.O. Box 1988
<br />Santa Ana, CA 92702 -1988
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