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volunteers, and instrumentalities thereof, harmless from any and all claims, demands,
<br /> lawsuits, writs of mandamus, and other and proceedings (whether legal, equitable,
<br /> declaratory, administrative or adjudicatory in nature), and alternative dispute resolution
<br /> procedures (including, but not limited to arbitrations, mediations, and such other
<br /> procedures), judgments, orders, and decisions (collectively "Actions"), brought against
<br /> the City and/or any of its officials, officers, employees, agents, departments, agencies,
<br /> and instrumentalities thereof, that challenge, attack, or seek to modify, set aside, void,
<br /> or annul, any action of, or any permit or approval issued by the City and/or any of its
<br /> officials, officers, employees, agents, departments, agencies, and instrumentalities
<br /> thereof (including actions approved by the voters of the City) for or concerning the
<br /> Project, whether such Actions are brought under the Ralph M. Brown Act, California
<br /> Environmental Quality Act, the Planning and Zoning Law, the Subdivision Map Act,
<br /> Code of Civil Procedure sections 1085 or 1094.5, or any other federal, state or local
<br /> constitution, statute, law, ordinance, charter, rule, regulation, or any decision of a court
<br /> of competent jurisdiction. It is expressly agreed that the City shall have the right to
<br /> approve the legal counsel providing the City's defense, and that Applicant shall
<br /> reimburse the City for any costs and expenses directly and necessarily incurred by the
<br /> City in the course of the defense. City shall promptly notify the Applicant of any Action
<br /> brought and City shall cooperate with Applicant in the defense of the Action.
<br /> Section 9. If any section, subsection, sentence, clause, phrase, or portion of this
<br /> Resolution is for any reason held to be invalid or unconstitutional by the decision of any
<br /> court of competent jurisdiction, such decision shall not affect the validity of the
<br /> remaining portions of this Resolution. The City Council of the City of Santa Ana hereby
<br /> declares that it would have adopted this Resolution and each section, subsection,
<br /> sentence, clause, phrase, or portion thereof irrespective of the fact that any one or more
<br /> sections, subsections, sentences, clauses, phrases, or portions be declared invalid or
<br /> unconstitutional.
<br /> ADOPTED this 16fh day of September, 20254Va
<br /> Am zcua
<br /> APPROVED AS TO FORM:
<br /> Sonia R. Carva o, City Attorney
<br /> q
<br /> By:
<br /> —4*m—� —
<br /> Melissa M. Crosthwaite
<br /> Senior Assistant City Attorney
<br /> Resolution No. 2025-043
<br /> Page 4 of 20
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