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To the fullest extent permitted by law, Developer shall indemnify, defend and hold harmless City, its
<br />officers, agents and employees (collectively, the 'Indemnified Parties') from and against any and all
<br />claims (including, without limitation, claims for bodily injury, death or damage to property), demands,
<br />obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities,
<br />costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of
<br />every kind and nature whatsoever (individually, a Claim; collectively, "Claims'), which may arise from or
<br />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
<br />presence or activities conducted performing the work (including the negligent and/or willful acts, errors
<br />and/or omissions of Developer, its principals, officers, agents, employees, vendors, suppliers,
<br />contractors, subcontractors, anyone employed directly or indirectly by any of them or for whose acts
<br />they may be liable for any or all of them). Notwithstanding the foregoing, nothing herein shall be
<br />construed to require Developer to indemnify the Indemnified Parties from any Claim arising from the
<br />sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be
<br />construed as authorizing any award of attorney's fees in any action on or to enforce the terms of the
<br />Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance
<br />policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to
<br />be provided by the Developer.
<br />C. NOTICE
<br />Any notice, tender, demand, delivery or other communication pursuant to this Contract shall be in
<br />writing and shall be deemed to be properly given if delivered in person or mailed by first class or
<br />certified mail, postage prepaid, or sent by facsimile or other telegraphic communication to the following
<br />persons:
<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
<br />With courtesy copy to:
<br />Shelly Landry-Bayle
<br />City of Santa Ana
<br />Community Development Agency
<br />20 Civic Center Plaza (M37)
<br />Santa Ana, CA 92701
<br />Fax 714-667-2225
<br />D. TERMINATION
<br />The City reserves the right to terminate the contract, without penalty, for cause immediately or without
<br />cause.
<br />1. In the event Developer fails or refuses to timely perform any of the provisions of this Agreement in
<br />the manner required, or if Developer violates any provision of this Agreement, Developer shall be
<br />deemed in default. City shall provide written notice of such default to Developer's Project Manager.
<br />City of Santa Ana Community Development Agency
<br />Request for Proposals for Affordable Housing Development
<br />19P6-19
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