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[Name of Assignee] <br />[Assignee's Address] <br />[City] CA, [Zip] <br />Attention: [Insert Name] <br />7. Subordination. The restrictions imposed under the Restrictive Covenant Agreement <br />and assigned under this Agreement are land use restrictions required to comply with the <br />requirements under the City's Affordable Housing Ordinance and California Government Code <br />section 65915 and may not be subordinated. The City has no intent or obligation to subordinate <br />the Restrictive Covenant Agreement or this Agreement to any current or future financing or deeds <br />of trust. <br />8. Indemnification. To the full extent permitted by law, Assignee shall indemnify, <br />defend at their own expense, and hold the City and its elected officials, officers, employees and <br />agents in their official capacity (collectively "City Indemnitees")harmless against all loss, all risk <br />of loss and all damage (including expense) sustained or incurred because of or by reason of any <br />and all claims, demands, suits, actions, judgments and executions for damages of any and every <br />kind and by whomever and whenever made or obtained, allegedly caused by, arising out of or <br />relating in any manner to Affordable Development, Assignor and Assignee's performance or non- <br />performance under this Agreement, and shall protect and defend the City Indemnitees, and any of <br />them with respect thereto, except to the extent arising from the gross negligence or willful <br />misconduct of the City Indemnitees. Each Party shall notify the other Party immediately in writing <br />of any claim or damage related to activities performed under this Agreement. The Parties shall <br />cooperate with each other in the investigation and disposition of any claim arising out of the <br />activities lmder this Agreement, provided that nothing shall require either Party to disclose any <br />documents, records or communications that are protected under the attorney-client privilege or <br />attorney work product privilege. It being further understood by the parties that the Assignee is <br />responsible to indemnify the City and Indemnitees pursuant to Section 6.5 of the Restrictive <br />Covenant Agreement for any liability arising both prior to and from and after the Effective Date. <br />9. Further Acts. Each of the parties, upon the request of any other, agrees to perform <br />such further acts and to execute and deliver such other documents as are reasonably necessary to <br />carry out the provisions of this Agreement. <br />10. Attorneys' Fees. In the event of any litigation arising out of the subject matter of <br />this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees and costs. <br />11. Inurement. This Agreement shall inure to the benefit of Assignor and Assignee, and <br />their respective successors, assigns, loan participants, parent corporations, subsidiaries, affiliates, <br />and successors -in -interest. <br />12. Governing Law and Venue. This Agreement shall be governed by and construed in <br />accordance with the laws of the State of California. In the event any legal action is commenced to <br />interpret or to enforce the terms of this Agreement or to collect damages as a result of any breach <br />thereof, the venue for such action shall be the Superior Court of the County of San Mateo. <br />ATTY/AGR/2025.084/920 SHASTA AFFORDABLE HOUSING LAND DONATION AGREEMENT <br />REV: 10-16-25 VR <br />Exhibit G - 35 <br />