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Section 8.6 Hold Harmless. Donor and Qualified Designee agree to indemnify and hold harmless (without limit as to amount) the City and its elected officials, officers, employees and agents in their official capacities (hereinafter collectively referred to as "City Indemnitees"), and any of them, from and against all loss, all risk of loss and all damage'(including expense) sustained or incurred because of or by reason of any and all claims, demands, suits, actions, judgments and executions for damages of any and every kind and by whomever and whenever made or obtained, allegedly caused by, arising out of or relating in any manner to Affordable Development, Donor's performance or non- performance under this Agreement, or Qualified Designee's performance or non-performance under this Agreement, and shall protect and defend the City Indemnitees, and any of them with respect thereto, except to the extent arising from the gross negligence or willful misconduct of the City Indemnitees. The provisions of this Section shall survive expiration or other termination of this Agreement of this Agreement, and the provisions of this Section shall remain in full force and effect. Section 8.7 Notices. All notices required pursuant to this Agreement shall be in writing and may be given at the addresses set forth below and shall be effective: (i) when personally delivered by the other party or by messenger or courier; (ii) upon actual receipt or refusal of delivery if sent via the United States mail, registered or certified; (iii) one (1) business day after deposit before the daily deadline time with a reputable overnight courier or service where next day service has been fully paid for by the sending party; or, (iv) upon receipt of an e-mailed copy of such notice, provided a hard copy of such notice shall thereafter be delivered by reputable overnight courier or service within one (1) business day and provided further that if such email is sent after 5:00 p.m. or a day that is not a business day, such e-mail shall be deemed to have been received at 9:00 a.m. on the next business day; in each case postage frilly prepaid and addressed to the respective parties as set forth below or to such other address and to such other persons as the parties may hereafter designate by written notice to the other parties hereto: TO THE CITY: City of Redwood City 1017 Middlefield Road Redwood City, CA 94063 Attn: City Manager TO THE QUALIFIED DESIGNEE: Eden Housing Inc. 22645 Grand Street Hayward, CA 94541 Attn: Andrea Osgood ATTY/AGR/2024.193.1 — AFFORDABLE HOUSING LAND DONATION AGREEMENT REV: 10-22-24 V R Page 79 of 35