RecDoc 2020-115558 - Laserfiche WebLink

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(a) To the full extent permitted by law, Owner shall indemnify, defend at its own expense, and hold the City and its elected officials, officers, employees and agents in their official capacity (collectively "Indemnitees") harmless against any and all claims, suits, actions, losses, and liability of every kind, nature and description made against it and expenses (including reasonable attorneys' fees) which arise out of or in connection with this Agreement, including but not limited to the purchase of the Property, marketing and operation of the Development, except to the extent such claim arises from the grossly negligent or willful misconduct of the City or Indemnitees. Each Party shall notify the other Party immediately in writing of any claim or damage related to activities performed under this Agreement. The Parties shall cooperate with each other in the investigation and disposition of any claim arising out of the activities under this Agreement, provided that nothing shall require either Party to disclose any documents, records or communications that are protected under the attorney-client privilege or attorney work product privilege. (b) The provisions of this Section shall survive the expiration of the Term and any release of part or all of the Property from the burdens of this Agreement, but only as to claims arising from events occurring during the Term of this Agreement. 6.5 Default. (a) Failure by the Owner to perform any obligation under this Agreement shall constitute a "Default" by the Owner under this Agreement. (b) The City shall give written notice to the Owner specifying the nature of the violation -giving rise to the Default. If the violation is not corrected to the satisfaction of the City within a reasonable period of time, not longer than thirty (30) days after the date the notice is mailed, or if a period longer than thirty (30) days is reasonably necessary to correct the violation, then Owner shall begin to correct the violation within thirty (30) days and correct the violation within ninety (90) days, or as otherwise agreed by the City if a longer time period is reasonably required, the City may declare a Default under this Agreement by written notice to the Owner. (c) Remedies. The occurrence of any Default following the expiration of all applicable notice and cure periods will give the City the right to proceed with any and all remedies set forth in this Agreement, including but not limited to the following: (1) Action to Coni el Performance or for Damages. The City may bring an action at law or in equity to compel Owner's performance of its obligations under this Agreement, and/or for damages. 6.6 Entire Understanding of the Parties. This Agreement constitutes the entire Agreement between the Parties and no modification shall be binding unless reduced to writing and signed by the Parties. 6.7 No Third Party Beneficiaries. There shall be no third party beneficiaries to this Agreement. REV: 09-29-2020 VR ATTY/AGR.2020.215/Stanford - Cardinal Apartments (Page 11 of 16)