SHELTER PROVIDERS OF ORANGE COUNTY, INC. DBA HOMEAID ORANGE COUNTY, INC.

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3.10 Indemnification. Owner agrees to indemnify, defend and hold harmless the City, its elected officials, officers, agents and employees from and against all claims, demands, costs, damages, liabilities and obligations of any kind or nature arising out of the deferral provided by the City to Owner, this Agreement, or both, including without limitation, all costs of collection, including actual attorneys' and expert witness fees. 3.11 Successors and Assigns. Owner may not assign this Agreement, in whole or in part, without the prior written consent of the City, which may be given, withheld or conditioned in the City's sole and absolute discretion. Any attempt to assign this Agreement without the City's prior written consent shall be null and avoid. This Agreement shall be binding on any and all permitted successors and assigns of Owner. 3.12 Governing Laws. This Agreement shall be governed by the laws of the State of California, without regard to the conflict of laws principles. The Superior Courts of the State of California in the County of Orange, California, shall have exclusive jurisdiction of any litigation between the City and Owner arising out of this Agreement. Owner hereby expressly waives the provisions of any federal or state law providing for a change of venue to any other state court or to federal district court, due to any reason whatsoever, including, without implied limitation, the fact that the City is a party to this Agreement, due to any diversity of citizenship between the City and Owner, or due to the fact that a federal question may be involved. Without limiting the generality of the foregoing, Owner expressly waives, to the maximum legal extent,the benefit of California Code of Civil Procedure Section 394 and all other state and federal statutes and judicial decisions of similar effect. 3.13 Notices. All notices required to be delivered under this Agreement or applicable law shall be delivered by personal delivery, express mail or by United States mail, certified, postage prepaid. Notices personally delivered or delivered by express mail shall be deemed received upon receipt.Notices delivered by certified mail shall be deemed received the earlier of three (3) days following deposit of such notice with the United States Postal Service or actual receipt. Notices shall be sent as follows: To City: City of Santa Ana Community Development Agency 20 Civic Center Plaza(M-26) P.O.Box 1988 Santa Ana, CA 92702-1988 Attention: Housing. Manager With copy to: Office of City Attorney City of Santa Ana 20 Civic Center Plaza(M-29) P.O. Box 1988 Santa Ana, California 92702 To Owner: Shelter Providers of Orange County, Inc. 1130 North Citrus Street Orange, CA 92867 1525165.2