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Section 6.5 Indemnification. <br />(a) To the full extent permitted by law, Owner shall indemnify, defend at its <br />own expense, and hold the City and its elected officials, officers, employees and agents in their <br />official capacity (collectively "Indemnitees") harmless against any and all claims, suits, actions, <br />losses, and liability of every kind, nature and description made against it and expenses (including <br />reasonable attorneys' fees) which arise out of or in connection with this Agreement, including but <br />not limited to the execution and enforcement of this Agreement, marketing and operation of the <br />Affordable Project, except to the extent such claim arises from the grossly negligent or willful <br />misconduct of the City or Indemnitees. Each Party shall notify the other Party immediately in <br />writing of any claim or damage related to activities performed under this Agreement. The Parties <br />shall cooperate with each other in the investigation and disposition of any claim arising out of the <br />activities under this Agreement, provided that nothing shall require either Party to disclose any <br />documents, records or communications that are protected under the attorney-client privilege or <br />attorney work product privilege. <br />(b) The provisions of this Section shall survive the expiration of the Term and <br />any release of part or all of the Property from the burdens of this Agreement, but only as to <br />claims arising from events occurring during the Term of this Agreement. <br />Section 6.6 Notice of Ex iration of Term. Prior to the expiration of the Term, the <br />Owner shall provide notices to all Residents (and other required parties) meeting the <br />requirements of California Government Code Section 65863.10. The Owner shall file a copy of <br />the above-described notice with the City Manager's Office. <br />Section 6.7 Covenants to Run with the Land. The City and the Owner hereby declare <br />their express intent that the covenants and restrictions set forth in this Agreement shall run with <br />the land and shall bind all successors in title to the Affordable Site. Each and every contract, <br />deed or other instrument hereafter executed covering or conveying the Affordable Site or any <br />portion thereof, shall be held conclusively to have been executed, delivered and accepted subject <br />to such covenants and restrictions, regardless of whether such covenants or restrictions are set <br />forth in such contract, deed or other instrument, unless the City expressly releases such conveyed <br />portion of the Affordable Site from the requirements of this Agreement. All references herein to <br />"Owner" shall refer to the successors -in -title to the Affordable Site. Upon transfer of fee title to <br />the Affordable Site, so long as there is no default at the time of transfer, the transferring Owner <br />shall have no liability or responsibility for any obligations under this Agreement arising from and <br />after the date of such transfer. <br />Section 6.8 Enforcement. If the Owner fails to perform any obligation under this <br />Agreement, and fails to cure the default within thirty (30) days after the City has notified Owner <br />in writing of the default or, if the default cannot be cured within thirty (30) days, failed to <br />commence to cure within thirty (30) days and thereafter diligently pursue such cure and complete <br />such cure within ninety (90) days or such longer period as may be approved by the City in <br />writing, the City shall have the right to enforce this Agreement by any or all of the following <br />actions, or any other remedy provided by law: <br />1199\10\3491196.8 20 <br />REV: 10-18-23 SK <br />