other federal, state, or local governmental entity having or claiming jurisdiction over the
<br />Property or Project. Upon securing any and all permits, and all necessary financing and property
<br />interests, Developer shall carry out and perform the development, operation, and maintenance of
<br />the Project or cause the performance of the development, operation, and maintenance of the
<br />Project, in conformity with all applicable federal, state, and local laws and regulations, and all
<br />conditions of approval issued by the City Council and City's Planning Commission for the
<br />Project. Any changes to the Project shall be reviewed by the City to determine compliance with
<br />this Agreement. If any changes to the Project shall materially alter the ability of Developer to
<br />comply with any terms of this Agreement in City's sole determination, then City and Developer
<br />shall meet and confer to address amendments and revisions to this Agreement as necessary.
<br />2.9 Relocation Prior to Development of Project. If relocation is required prior to the
<br />completion of development of the Project, Developer shall have the sole and exclusive
<br />responsibility for providing relocation assistance and paying all relocation costs as may be
<br />required to comply with applicable federal and state laws and regulations. In addition to any
<br />other indemnity provided by Developer under this Agreement, Developer shall indemnify,
<br />defend (with counsel of City's choosing and the consent of Developer, which shall not be
<br />unreasonably withheld, and which may be joint defense counsel upon City's and Developer's
<br />consent), and hold harmless City and all of its officials, officers, employees, representatives,
<br />volunteers and agents from any and all alleged or actual claims, causes of action, liabilities, and
<br />damages from any third party for relocation assistance, benefits and costs prior to the completion
<br />of the development of the Project.
<br />2.10 Local Sourcing Plan. Developer agrees to make a good faith effort to encourage
<br />contractors and suppliers to hire and procure locally, to the extent that it is cost effective and
<br />does not delay the overall project development schedule. Prior to issuance of a Building Permit,
<br />Developer shall develop and submit or cause the development and submittal to the Community
<br />Development Agency (the "CDA") a local sourcing plan for the Project targeting, to the extent
<br />feasible, the hiring of qualified workers, construction contractors, or the purchasing of goods
<br />locally within the City of Santa Ana. The plan must be reviewed and approved by the CDA
<br />which if not granted or denied within five (5) Business Days, shall be deemed approved (with
<br />such approval not to be unreasonably withheld, conditioned or delayed) and be implemented for
<br />the construction of the project prior to issuance of Building Permit.
<br />2.11 Mechanic's Liens; Indemnification. Developer shall take all actions reasonably
<br />necessary to remove any future mechanic's liens or other similar liens (including design
<br />professional liens) against the Property or Project, or any part thereof, by reason of work, labor,
<br />services, or materials supplied or claimed to have been supplied to Developer or caused by, at the
<br />direction of, or on behalf of Developer. Prior to the recording of this Agreement (or
<br />memorandum thereof) pursuant to Section 4.1 below, Developer shall provide evidence from the
<br />Title Company of any new recordings against the Property or Project. City hereby reserves all
<br />rights to post notices of non -responsibility and any other notices as may be appropriate upon a
<br />filing of a mechanic's lien. In addition to any other indemnity provided by Developer under this
<br />Agreement, ,Developer shall indemnify, defend (with counsel of City's choosing and the consent
<br />of Developer, which shall not be unreasonably withheld, conditioned or delayed and which may
<br />be joint defense counsel upon City's and Developer's consent), and hold harmless City and all of
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<br />9138-126780\1517029.2
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