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Improvements, provided, however, that to the extent that Tustin, subject to the approval
<br />of Santa Ana asset forth in paragraph 4 of Section B of this Amendment, determines that
<br />acquisition of land is required within thejurisdictional boundaries of Santa Ana for the
<br />Improvement to Redhill and Warner (which is not currently anticipated) and is unable to
<br />acquire land necessary for said Improvement due to Tustin's inability to exercise powers
<br />of eminent domain in the jurisdiction of the City of Santa Ana, Santa Ana shall assume
<br />Lead Agency responsibilities only with respect to such land acquisition.
<br />Santa Ana agrees to defend, indemnify and hold Tustin, its councilmembers, officers,
<br />officials, employees, agents, and representatives harmless from and against any and all
<br />actions, claims, demands, judgments, attorney fees, costs, damage to persons or property,
<br />penalties, obligations, expenses or liabilities that may be asserted or claimed by any
<br />person or entity arising out ofthe negligent acts or omissions or willful misconduct of
<br />Santa Ana in connection with the design and construction of the Improvements by Santa
<br />Ana and Santa Ana's performance under this Amendment.
<br />Tustin shall defend, indemnify and hold Santa Ana, its councilmembers, officers,
<br />officials, employees, agents and representatives harmless from and against any and all
<br />actions, claims. Demands, judgments, attorney fees, costs, damage to persons or property,
<br />penalties, obligations, expenses or liabilities that may be asserted or claimed by any
<br />person or entity arising out of negligent acts or omissions or �villfitl misconduct of Tustin
<br />in connection with the design and construction of the Improvements by Tustin and
<br />Tustin's performance under this Amendment.
<br />5. Payment of Costs. For any portion of Total Costs incurred by Santa
<br />Ana as Lead Agency, Tustin shall pay to Santa Ana Tustin's finding obligation for such
<br />costs, as determined pursuant to paragraph I of this Section, as follows: Santa Ana shall
<br />invoice Tustin one month after costs have been incurred, and thereafter, once per month.
<br />Each invoice shall be accompanied by a detailed statement of the costs incurred. Each
<br />proper invoice shall be paid by Tustin within thirty (3 )0) days of receipt. The parties
<br />agree to meet in good faith to resolve any dispute over any invoice or the need and
<br />necessity of any costs incurred. With regard to any action in eminent domain undertaken
<br />by Santa Ana in the implementation of this Amendment, Santa Ana may require
<br />payments from Tustin at such time as Santa Ana determines to be appropriate to
<br />discharge its responsibilities for such action.
<br />6. Payment by Tustin to Santa Ana of Tustin's Fair Share. For the
<br />improvement at the intersection of Grand & Dyer, Tustin shall pay Santa Ana twenty -
<br />nine percent ( 29 %) of the cost of the Improvement. Tustin agrees that Santa Ana shall
<br />be provided with full reimbursement for its seventy -one percent (71 %) portion of the
<br />funding obligation for the Improvement as shown in Exhibit A from TSIP funds
<br />collected from TSIP Area B, excluding TSIA fees generated by the N1CAS Tustin Project
<br />Improvement, as shown on Exhibit D hereto, at such time as Tustin is required to install
<br />such Improvement based on the FEISIFEIR Upon Tustin's payment to Santa Ana of its
<br />finding obligation for the improvement, Tustin shall be thereupon relieved of any further
<br />responsibility for the completion of the Improvement and the completion of the
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