|
<br />ATTY/AGR/2020.257/REDWOOD CITY GREYSTAR PURCHASE AND SALE AGREEMENT 1306 MAIN STREET
<br />REV: 12-14-2020 VR
<br />Page 63 of 82
<br />Section 13. No Waiver; Cumulative Remedies. No failure on the part of the City to
<br />exercise, and no delay in exercising, any right, remedy, power or privilege hereunder shall operate
<br />as a waiver thereof, nor shall any single or partial exercise of any such right, remedy, power or
<br />privilege preclude any other or further exercise thereof or the exercise of any other right, remedy,
<br />power or privilege. The rights and remedies under this Guaranty are cumulative and not exclusive
<br />of any rights, remedies, powers and privileges that may otherwise be available to the City.
<br />Section 14. Costs and Expenses; Indemnification.
<br />(a) Costs and Expenses. In the event of: (1) any action or proceeding that
<br />involves the protection, preservation or enforcement of the City's rights or the Guarantor's
<br />obligations under this Guaranty; (2) any action or proceeding that in any way is related to the
<br />Buyer's performance under the Agreement (including but not limited to the development,
<br />construction, marketing and operation of the Development) or the Buyer's performance under the
<br />Agreement; or (3) the City's collection or enforcement without institution of litigation proceedings,
<br />the City shall be entitled to payment, upon demand, from the Guarantor of all costs and expenses
<br />associated therewith, including reasonable attorneys' fees and litigation expenses and other
<br />professional fees and expenses. The Guarantor will pay the City, upon demand, all reasonable
<br />attorneys' fees and expenses and other professional fees and expenses incurred in the representation
<br />of the City in any aspect of any bankruptcy or insolvency proceeding initiated by or on behalf of
<br />the Guarantor that concerns any of its obligations to the City under this Guaranty, or otherwise. In
<br />the event of a judgment against one party concerning any aspect of this Guaranty, the right to
<br />recover post-judgment attorneys' fees incurred in enforcing the judgment shall not be merged into
<br />and extinguished by any money judgment. The provisions of this Section constitute a distinct and
<br />severable agreement from the other contractual rights created by this Guaranty.
<br />(b) Indemnification. In addition, as additional consideration for the rights and
<br />benefits set forth in the Agreement, the Guarantor hereby agrees to indemnify the City, and its
<br />respective council members, officers, employees, agents, counsel and other advisors (each an
<br />"Indemnified Party"), against, and hold each of them harmless from, any and all liabilities,
<br />obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses or
<br />disbursements of any kind or nature whatsoever, including the reasonable fees and disbursements
<br />of counsel to an Indemnified Party (including allocated costs of internal counsel), which may be
<br />imposed on, incurred by, or asserted against any Indemnified Party, (i) in any way relating to or
<br />arising out of this Guaranty or the Guarantor's performance of the Guaranteed Obligations, (ii) in
<br />any way related to the Buyer's performance under the Agreement, or (iii) with respect to any
<br />investigation, litigation or other proceeding relating to any of the foregoing, irrespective of whether
<br />the Indemnified Party shall be designated a party thereto (the "Indemnified Liabilities"); provided
<br />that the Guarantor shall not be liable to any Indemnified Party for any portion of such Indemnified
<br />Liabilities to the extent they are found by a final decision of a court of competent jurisdiction to
<br />have resulted from such Indemnified Party's gross negligence or willful misconduct. If and to the
<br />extent that the foregoing indemnification is for any reason held unenforceable, the Guarantor
<br />agrees to make the maximum contribution to the payment and satisfaction of each of the
<br />Indemnified Liabilities which is permissible under applicable law.
|