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Project in good repair and working order, reasonable wear and tear excepted, and in a safe and
<br />sanitary condition, and from time to time shall make all necessary repairs, renewals and
<br />replacements to keep the Property in a good, clean, safe and sanitary condition in accordance with
<br />all applicable laws, rules, ordinances, orders and regulations of all federal, state, county, municipal,
<br />and other governmental agencies and bodies having or claiming jurisdiction.
<br />(b) In the event that the Owner breaches any of the covenants contained in this
<br />Section, and such default continues for a period of seven (7) days after written notice from the City
<br />with respect to graffiti, debris, waste material, and general maintenance or thirty (30) days after
<br />written notice from the City with respect to landscaping and building improvements, then the City,
<br />in addition to whatever other remedy it may have at law or in equity, shall have the right to enter
<br />upon the Project and perform or cause to be performed all such acts and work necessary to cure
<br />the default. Pursuant to such right of entry, the City shall be permitted (but is not required) to enter
<br />upon the Project and perform all acts and work necessary to protect, maintain, and preserve the
<br />Project, and to attach a lien on the Property, or to assess the Property, in the amount of the
<br />expenditures arising from such acts and work of protection, maintenance, and preservation by the
<br />City and/or costs of such cure, including a ten percent (10%) administrative charge, which amount
<br />shall be promptly paid by the Owner to the City upon demand.
<br />ARTICLE 6.
<br />MISCELLANEOUS
<br />6.1 Term. The provisions of this Agreement shall apply to the Project for the entire
<br />Term. This Agreement shall bind any successor, heir, or assign of the Owner, whether a change
<br />in interest occurs voluntarily or involuntarily, by operation of law or otherwise, except as expressly
<br />released by the City.
<br />6.2 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 damages, deficiencies,
<br />claims, suits, actions, judgments, settlements, interest, awards, penalties, fines, costs, losses, and
<br />liability of every kind, nature and description made against it and expenses (including attorneys'
<br />fees) which arise out of or in connection with this Agreement, including but not limited to the
<br />construction of the Property, marketing and operation of the Project, except to the extent such
<br />claim arises from the grossly negligent or willful misconduct of the City or Indemnitees. Owner
<br />shall notify the other City immediately in writing of any claim or damage related to activities
<br />performed under this Agreement. The Parties shall cooperate with each other in the investigation
<br />and disposition of any claim arising out of the activities under this Agreement, provided that
<br />nothing shall require either Party to disclose any documents, records or communications that are
<br />protected under the attorney-client privilege or 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.
<br />REV: 10-23-24 JB
<br />Page 14 of 20
<br />ATTY/AGR.2024.202/Redwood Crossing LLC (557 E. Bayshore (Bldg B) Affordable Hsg Agrmt) (Page 14 of 27)
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