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which may become due to the Developer or to its successors or assignees, or on <br />any obligations arising under this Inclusionary Housing Agreement. <br />IV. Indemnification <br />The Developer agrees to indemnify and hold the City, and their officers, <br />employees and agents, harmless from and against all damages, judgments, <br />costs, expenses and fees arising from or related to any negligent or wrongful act <br />or omission of the Developer in performing its obligations hereunder. The City <br />agrees to indemnify and hold the Developer and its officers, employees and <br />agents, harmless from and against all damages, judgments, costs expenses and <br />fees arising from or related to any negligent or wrongful act or omission of the <br />City in performing its obligations hereunder. <br />V. No Waiver <br />Failure to insist upon strict compliance with any of the terms, covenants, <br />conditions and restrictions hereof on any one occasion shall not be deemed a <br />waiver of such term, covenant, condition or restriction. Any waiver or <br />relinquishment of rights or powers hereunder at any one time or more times shall <br />not be deemed a waiver or relinquishment of such other rights or powers at any <br />other time or times. <br />VI. Attorneys' Fees and Costs <br />If either Party hereto files any action, or brings any action or proceeding against <br />the other arising out this Inclusionary Housing Agreement, the prevailing Party <br />shall be entitled to recover its reasonable attorneys' fees and costs. The <br />recovery shall be treated as an element of its costs of the suit, and not as <br />damages. The amount of the recovery shall be fixed by the court in such action <br />or proceeding, or in a separate action or proceeding brought to recover such <br />attorneys' fees and costs. <br />VII. Jurisdiction and Venue <br />Any legal action or proceeding concerning this Inclusionary Housing Agreement <br />shall be filed and prosecuted in the appropriate State of California court in <br />Orange County, California. Each Party hereto irrevocably consents to the <br />personal jurisdiction of that court. The City and the Developer each hereby <br />expressly waive the benefit of any provision of federal or state law or judicial <br />decision providing for the filing, removal, or change of venue to any other court or <br />Inclusionary Housing Agreement - In -Lieu Fee Payment Page 12 <br />City of Santa Ana <br />25D-17 <br />