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<br /> 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 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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