RecDoc 2022-044661 CONF TRS Elco Yards, Inc.

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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 an 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. 6.3 Notice of Expiration of Term. The Owner must comply with all notice requirements of Government Code Section 65863.10, Section 65863.11 and 65863.13, or successor statutes. The Owner shall also file a copy of any notices sent by the Owner pursuant to this Section with the City Manager. 6.4 Covenants to Run with the Land. The City and the Owner hereby declare their express intent that the covenants and restrictions set forth in this Agreement shall run with the land, and shall bind all successors in title to the Project, provided, however, that on the expiration of the Term of this Agreement said covenants and restrictions shall expire, unless otherwise expressly stated herein. Each and every contract, deed or other instrument hereafter executed covering or conveying the Project or any portion thereof shall be held conclusively to have been executed, delivered and accepted subject to such covenants and restrictions, regardless of whether such covenants or restrictions are set forth in such contract, deed or other instrument, unless the City expressly releases such conveyed portion of the Project from the requirements of this Agreement. 6.5 Assi nmenl. Owner shall not assign its obligations under this Agreement without the prior written consent of the City Manager, which shall not be unreasonably withheld or delayed. Owner shall not be released from any obligations under this Agreement unless and until the City receives a fully executed assignment and assumption agreement from the approved assignee, assuming all of Owner's obligations hereunder. Notwithstanding the foregoing, Owner has the absolute right to assign its rights, duties, and obligations under this Agreement for all or any portion of the Property, without City consent, to (a) any entity in which Owner or an affiliate controlled by Owner is responsible for the development of the Property, or (b) any transfer granting a security interest in the Property to a lender to secure the funds necessary for construction and/or permanent financing of the Development. As used in this Agreement, the term "affiliate" means an entity controlling, controlled by or under common control with the entity to which the term applies, whether by ownership, contract or voting control. As used in this Agreement, the term REV: 04-07-2022 SK ATTY/AGR.2022.066/IQHQ TRS Elco Yards, Inc. (Page 12 of 19)