HABITAT FOR HUMANITY OF ORANGE COUNTY -2016

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extent such matters are caused by the negligence or willful misconduct of City or its officers, employees, agents, consultants, special counsel or representatives. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this paragraph or by reason of the terms of, or effects, arising from this Agreement. The Developer further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs to the extent there is no conflict of interest, Developer should be allowed to use the legal counsel which is also representing Developer for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Developer's obligations under this paragraph shall survive the termination of this Agreement. 9. Compliance with Laws. a. Except as set forth expressly herein, the Developer shall carry out the design and construction of the Project in conformity with all applicable laws, including all applicable state labor standards, the City zoning and development standards, building, plumbing, mechanical and electrical codes, and all other provisions of the City of Santa Ana Municipal Code, and all applicable disabled and handicapped access requirements, including without limitation the Americans With Disabilities Act. 42 U.S.C. section 12101, et seq., Government Code section 4450, et seq. b. During the time of Developer's ownership of the Property, the Developer shall maintain the Property and all improvements thereon, including all landscaping, in compliance with the terms of all applicable provisions of the City of Santa Ana Municipal Code. Each homeowner shall be responsible for maintenance of their own property after transfer of title. 10. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of Developer and the City of Santa Ana and their respective successors and assigns. 11. Governing Law. This Agreement has been entered into, is to be performed entirely within, and shall be governed by and construed in accordance with the laws of the State of California. 12. Further Assurances. Each party hereto covenants and agrees to perform all acts and things, and to prepare, execute, and deliver such written agreements, documents, and instruments as may be reasonably necessary to carry out the terms and provisions of this Agreement. 13. No Third Parties Benefited. This Agreement is made for the purposes of setting forth rights and obligations of Developer and the City of Santa Ana, and no other person shall have any rights hereunder or by reason hereof.