Reso25-02 0024 PC Reso 901 El Camino Real

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Page 25 of 42 A copy of all notices delivered to Affordable Developer hereunder shall be delivered simultaneously to the Investor Limited Partner, if applicable, at an address to be provided to the City by Affordable Developer. Section 6.17 Severability. If any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining portions of this Agreement shall not in any way be affected or impaired thereby. Section 6.18 Multiple Originals; Counterparts. This Agreement may be executed in multiple originals, and may be signed in any number of counterpart, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. Section 6.19 No Claims. Nothing contained in this Agreement shall create or justify any claim against the City by any person that the Affordable Developer may have employed or with whom the Affordable Developer may have contracted relative to the purchase of materials, supplies or equipment, or the furnishing or the performance of any work or services with respect to the Affordable Site or the construction of Affordable Development. Section 6.20 Entire Agreement. This Agreement constitutes the entire agreement between the Parties and no modification hereof shall be binding unless reduced to writing and signed by the Parties hereto. Section 6.21 Hold Harmless. Affordable Developer will indemnify and hold harmless (without limit as to amount) City, its council members, officers, employees and agents in their official capacity (hereinafter collectively referred to as “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 the Affordable Development or the Affordable Developer's performance or non-performance under this Agreement, and shall protect and defend Indemnitees, and any of them with respect thereto, except to the extent caused by the gross negligence or willful misconduct of the Indemnitees, as applicable. The provisions of this Section shall survive expiration or other termination of this Agreement or any release of part or all of the Affordable Site from the burdens of this Agreement, and the provisions of this Section shall remain in full force and effect. Section 6.22 Subordination. The restrictions imposed under Article 2 of this Agreement are land use restrictions required to comply with the requirements under the Affordable Housing Ordinance and California Government Code section 65915 and may not be subordinated. The City has no intent or obligation to subordinate this Agreement to any current or future financing or deeds of trust. Section 6.23 Compliance with Financing Requirements. Affordable Developer shall comply with the requirements of any lenders financing the Affordable Development or who have a secured interest in the Affordable Development. ATTY/RESO.0024/PC RESO 901 EL CAMINO REV: 04-11-25 VR