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<br />ATTY/RESO.0053/CC RESO AMENDING AFFORDABLE HOUSING PRESERVATION PROGRAM – EXHIBIT B <br />REV: 08-19-24 LF <br />Page 17 of 86 <br />as the management agent for the Development. <br />3.1.1 Performance Review. Upon Notice from the City, the Owner shall, <br />with the participation of the City, periodically review the management practices and financial <br />status of the Development and the Owner or management agent. The City shall not request such <br />periodic review more frequently than twice each calendar year. The purpose of each periodic <br />review will be to enable the City to determine whether or not the Development is being operated, <br />maintained, and managed in accordance with the requirements and standards of this Regulatory <br />Agreement and all applicable Law relevant to the Regulatory Agreement. <br />3.1.2 Replacement of Management Agent. Any contract for the operation <br />or management of the Development entered into by the Owner with a Person shall provide that the <br />contract shall have a term of no more than one (1) calendar year and that the contract is subject to <br />the provisions of this Regulatory Agreement. If the Affordable Units are not being operated and <br />managed materially in accordance with the requirements and standards of this Regulatory <br />Agreement and all applicable Law, the City shall provide written notice to the Owner of such <br />deficiency and shall within 30 days following the receipt of such notice the Owner shall remove <br />the management agent and replace the management agent with a different Person approved by the <br />City, pursuant to Section 3.1. The Owner’s failure to remove and replace the Management Agent <br />in any such circumstance shall constitute a Default by the Owner under this Regulatory Agreement. <br />3.2 Insurance. <br />3.2.1 Owner to Insure. To protect the City Parties against all insurable <br />Claims resulting from the actions of Owner or the Management Agent in connection with this <br />Regulatory Agreement, the Property or the Development, Owner shall maintain, at the sole cost <br />and expense of Owner, insurance that complies with the Insurance Requirements, as applicable to <br />the activities of the Owner and Management Agency as set forth herein. <br />3.2.2 Insurance Independent of Indemnification. The Insurance <br />Requirements of this Regulatory Agreement are independent of the Owner’s indemnification and <br />other obligations under this Regulatory Agreement and shall not be construed or interpreted in any <br />way to satisfy, restrict, limit, or modify the Owner’s indemnification or other obligations under <br />this Regulatory Agreement or to limit the Owner’s liability under this Regulatory Agreement, <br />whether within, outside, or in excess of such coverage, and regardless of solvency or insolvency <br />of the insurer that issues the coverage. Further, the Owner’s provision of the insurance required <br />by this Regulatory Agreement shall not preclude the City from taking such other actions as are <br />available to the City under any other provision of this Regulatory Agreement or otherwise at law <br />or in equity. <br />3.2.3 Deductibles and Self-Insured Retentions. All deductibles and self- <br />insured retentions under the Owner’s insurance policies are subject to the City’s prior written <br />approval, which shall not be unreasonably withheld. The Owner shall pay or get the insurance <br />company to waive any and all deductibles and self-insured retentions under all insurance policies <br />issued in satisfaction of the terms of this Regulatory Agreement regarding any Claims relating to <br />the City Parties, except to the extent that any such Claims arise from the negligence or willful <br />misconduct of an City Party. <br />6.M. - Page 90 of 110 <br />546