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ATTY/RESO.0053/CC RESO AMENDING AFFORDABLE HOUSING PRESERVATION PROGRAM – EXHIBIT B <br />REV: 08-19-24 LF <br />Page 15 of 86 <br />b. Any communication, whether written or oral, that Borrower may receive <br />from any governmental, judicial or legal authority, giving notice of any claim or assertion that any <br />portion of the Property, the Rehabilitation Work [For Expiring Covenant Loans, delete highlighted <br />language] or the Development fail in any respect to comply with any Governmental Requirement; <br />c. Any default by any contractor, design professional, subcontractor, material <br />supplier or surety in the performance of its or their obligations with respect to the construction, or <br />any material adverse change in the financial condition or operations of any of them; <br />d. Any material adverse change in the physical condition of the Property <br />(including any damage suffered as a result of earthquakes or floods), or in Borrower’s business <br />condition (financial or otherwise), operations, properties or prospects, or Borrower’s ability to <br />repay the Loan; or <br />e. The institution of any litigation, arbitration or governmental proceeding, or <br />the rendering of a judgment or decision in such litigation or proceeding, which may cause a <br />material adverse effect to Borrower, the Property or the completion of the construction. <br />409. Insurance. To protect City against all insurable Claims resulting from the actions <br />of Borrower in connection with this Agreement, at the sole cost and expense of Borrower, <br />Borrower shall maintain for the Development insurance in accordance with the Insurance <br />Requirements attached hereto as Attachment No. 8 and incorporated herein by this reference. <br />410. Indemnity. <br />410.1 Borrower Indemnity Obligations. Borrower shall indemnify, defend, and <br />hold the City and its elected officials, officers, employees and agents (collectively “City Parties”) <br />harmless against any and all claims, suits, actions, losses, and liability of every kind, nature and <br />description made against it and expenses (collectively “Claims”) which arise out of or in <br />connection with this Agreement to the extent such Claims arise from any wrongful intentional act <br />or negligence of Borrower. Borrower shall also indemnify City Party against any and all of the <br />following: (a) any application made by or at Borrower’s request; (b) any agreements that Borrower <br />(or anyone claiming by or through Borrower) makes with a Third Person regarding the Property <br />or the Rehabilitation Work; (c) any workers compensation claim or determination relating to any <br />employee of Borrower or their contractors; (d) any Prevailing Wage Action relating to this <br />Agreement or the Rehabilitation Work; (e) any claim for relocation benefits arising from the <br />Rehabilitation Work conducted at the Development; and (e) any Environmental Claim attributable <br />to any action or failure to act by Borrower. Borrower assumes the risk of delays and damages that <br />may result to Borrower from any Third Person legal actions related to City’s approval of this <br />Agreement or any associated approvals, even in the event that an error, omission or abuse of <br />discretion by City is determined to have occurred. If a Third Person files a legal action regarding <br />City’s approval of this Agreement or any associated approval (exclusive of legal actions alleging <br />violation of Government Code Section 1090 by elected officials of City), Borrower shall <br />indemnify City Party against such Third Person legal action, including all legal costs, monetary <br />awards, sanctions, attorney fee awards, expert witness and consulting fees, and the expenses of <br />any and all financial or performance obligations resulting from the disposition of the legal action. <br />City shall reasonably cooperate in its defense in any legal action subject to this Section 410 subject <br />6.M. - Page 44 of 110 <br />500