AgdaPkt 2021.02.08 Joint SA PFA - Laserfiche WebLink

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6.B. - Page 32 of 113 seeking the specific performance of the terms and conditions of this Agreement, and/or enjoining, abating, or preventing any violation of such terms and conditions. Remedies Cumulative; No Consequential Damages. Except as otherwise expressly stated in this Agreement, the rights and remedies of the Parties are cumulative, and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different time, of any other rights or remedies for the same or any other default by the other Parry. Notwithstanding any contrary provision of this Agreement, a Party' s right to recover damages in the event of a default shall be limited to actual damages and shall exclude consequential damages. 10.6 Inaction Not a Waiver of Default. No failure or delay by either Party in asserting any of its rights and remedies as to any default shall operate as a waiver of such default or of any such rights or remedies, nor deprive either Party of its rights to institute and maintain any action or proceeding which it may deem necessary to protect, assert or enforce any such rights or remedies in the same or any subsequent default. 10.7 Rights of Mortgagees. Any rights of the City under this Article X shall not defeat, limit or render invalid any mortgage or deed of trust permitted by this Agreement or any rights provided for in this Agreement for the protection of holders of such instruments. 10.8 Construction Plans. If this Agreement is terminated by mutual agreement of the Parties or by City as a result of an Event of Developer Default, the Developer, at no cost to the City, shall deliver to the City copies of all construction plans and studies in the Developer's possession or in the possession of the Developer' s consultants related to development of the Project on the Property, including without limitation, the Construction Plans, subject only to the rights of senior lenders identified in the Financing Plan as it may be updated with City approval. If the City utilizes the Construction Plans or studies, the City shall indemnify the Developer for any claims arising from such use, and such indemnity shall survive the termination of this Agreement. If requested by City, Developer shall execute and deliver to City an assignment agreement in form approved by City to implement this Section 10.10. ARTICLE XI INDEMNITY ANDINSURANCE. 11.1 Indemnity. To the greatest extent allowed by la w, Developer shall indemnify, defend (with counsel reasonably approved by City) and hold the Indemnitees harmless from and against any and all Claims (including without limitation, Claims arising from any injury , death, illness, property damage , or loss of property) arising directly or indirectly, in whole or in part, as a result of or in conncction with the development , construction, improvement, operation, ownership or maintenance of the Project or the Property, or any part thereof, by Developer or Developer' s contractors, subcontractors, agents, employees or any other parry acting for or on behalf of Developer, or otherwise arising out of or in conncction with Developer' s performance or failure to perform undcr this Agreement, including without limitation, Claims arising or alleged to have arisen in connection with any violation of Applicable Laws in conncction with the development, operation or management of the Project, or relating to approval of the Project or approval of this Agreement. Developer' s indemnification obligations under this Section 11.1 shall not extend to Claims to the extent resulting from the gross negligence or willful misconduct REV: 01-22-21 PR 45 ATTY/AGR.2020.305/Habitat for Humanity Greater San Francisco (Grant Agreement w/ Exhibits) (Page 28 of 109)