Reso25 16301 - Laserfiche WebLink

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(a) To the full extent permitted by law, Affordable Developer shall indemnify, defend at its own expense, and hold the City and its elected officials, officers, employees and agents in their official capacity (collectively “Indemnitees”) harmless against any and all claims, suits, actions, losses, and liability of every kind, nature and description made against it and expenses (including reasonable attorneys' fees) which arise out of or in connection with this Agreement, including but not limited to the execution and enforcement of this Agreement, marketing and operation of the Affordable Development, except to the extent such claim arises from the grossly negligent or willful misconduct of the City or Indemnitees. Each Party shall notify the other Party immediately in writing of any claim or damage related to activities performed under this Agreement. The Parties shall cooperate with each other in the investigation and disposition of any claim arising out of the activities under this Agreement, provided that nothing shall require either Party to disclose any documents, records or communications that are protected under the attorney-client privilege or attorney work product privilege. (b) The provisions of this Section shall survive the expiration of the Term and any release of part or all of the Property from the burdens of this Agreement, but only as to claims arising from events occurring during the Term of this Agreement. Section 6.6 Notice of Expiration of Term. Prior to the expiration of the Term, the Affordable Developer shall provide notices to all Residents (and other required parties) meeting the requirements of California Government Code Section 65863.10. The Affordable Developer shall file a copy of the above-described notice with the City Manager's Office. Section 6.7 Covenants to Run with the Land. The City and the Affordable Developer hereby declare their express intent that the covenants and restrictions set forth in this Agreement shall run with the land and shall bind all successors in title to the Affordable Site. Each and every contract, deed or other instrument hereafter executed covering or conveying the Affordable Site or any portion thereof, shall be held conclusively to have been executed, delivered and accepted subject to such covenants and restrictions, regardless of whether such covenants or restrictions are set forth in such contract, deed or other instrument, unless the City expressly releases such conveyed portion of the Affordable Site from the requirements of this Agreement. All references herein to “Affordable Developer” shall refer to the successors-in-title to the Affordable Site. Upon transfer of fee title to the Affordable Site, so long as there is no default at the time of transfer, the transferring Affordable Developer shall have no liability or responsibility for any obligations under this Agreement arising from and after the date of such transfer. Section 6.8. Right of Refusal, Restrictions on Sale, Encumbrances. (a) Prior to the issuance of a certificate of occupancy for the Affordable Development, except for a Permitted Transfer as defined in the Land Donation Agreement, the Affordable Developer shall not transfer, convey, sell, or agree to sell Affordable Developer's interest in the Property without first offering the Property to the City. After a conveyance or transfer by gift the right of first refusal granted in this Agreement shall remain in effect against the person holding title or any other interest in the Property. (b) Prior to the issuance of a certificate of occupancy for the Affordable Development, before Affordable Developer sells or agrees to sell the Property, Affordable ATTY/RESO.0034/CC RESO APPROVING PROJECT (901 EL CAMINO REAL) - EXHIBIT C REV: 04-22-25 VR Page 186 of 224