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party to commence or continue negotiations, including without limitation, any duty to negotiate
<br />in good faith. Prior to agreement on any lease or purchase and sale agreement, any party may
<br />(i) negotiate with other parties, and/or (ii) unilaterally terminate any and all negotiations with
<br />another party hereto.
<br />4. Indemnity. Latino Health Access hereby agrees to defend, indemnify and hold
<br />the City and the Agency, and their respective officers, officials, members, employees, agents and
<br />representatives, harmless from and against any and all loss, damage, injury, liability, claim, cost
<br />or expense (including, without limitation, reasonable attorneys' fees, expert witness fees, court
<br />costs, and expenses) arising from or attributable to the activities of Latino Health Access or any
<br />of its employees, agents, consultants or contractors upon the Property pursuant to this
<br />Agreement. All use of and entry upon the Property shall be at the sole cost, risk and expense of
<br />Latino Health Access. Latino Health Access recognizes and understands that should this
<br />Agreement be deemed by the County of Orange to create a possessory interest subject to property
<br />taxation, that Latino Health Access shall be subject to the payment of property taxes levied on such
<br />interest, and that it shall defend, indemnify and hold the City, the Agency, and their respective
<br />officers, officials, members, employees, agents and representatives, harmless from and against
<br />any and all such claims.
<br />5. Miscellaneous.
<br />(a) Choice of Law. This Agreement is to be governed by, and construed in
<br />accordance with, the laws of the State of California.
<br />(b) Remedies. All parties shall, in addition to all other rights provided herein
<br />or as may be provided by law, be entitled to the remedies of specific performance and injunction
<br />to enforce its rights hereunder, except to the extent expressly provided to the contrary in this
<br />Agreement. All rights and remedies under this Agreement are cumulative and no one of them
<br />shall be exclusive of any other, and each parry shall have the right to pursue any one or all of
<br />such rights and remedies or any other remedy which may be provided by law, whether or not
<br />stated in this Agreement, except to the extent expressly provided to the contrary in this
<br />Agreement.
<br />(c) Counterparts. This Agreement may be executed in two (2) or more
<br />counterparts, each of which shall be deemed an original but all of which together shall constitute
<br />one and the same instrument.
<br />(d) Non -Liability of Public Officials. No officer, employee, member, agent
<br />or representative of the City or Agency shall be personally liable to Latino Health Access, or any
<br />successor in interest, in the event of any default or breach by the City or Agency, or for any
<br />amount which may become due to Latino Health Access or its successor, or for any breach of
<br />any obligation of the terms of this Agreement.
<br />(e) Notices. Formal notices, demands and communications between the parties
<br />shall be sufficiently given if dispatched by registered or certified mail, postage prepaid, return
<br />receipt requested, to the principal offices of the Agency and the Developer as designated below.
<br />Such written notices, demands and communications may be sent in the same manner to such other
<br />addresses as either party may from time to time designate by mail as provided in this section.
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