FULL AGENDA PACKET_2021-04-20 - Laserfiche WebLink

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EXHIBIT 3 obligations (including removal and remediation), losses, claims (including third party claims), wits, judgments, liabilities, penalties, damages (indttdina consequential and punitive damages), costs and expenses (including, wnsultanti, and atLontcys' fees) of whatever kind or nature whatsoever that may at any time be incurred by, imposed on, Or as against the Indemnitees directly or indirectly based on, or arising or resulting from Lhe actual or alleged presence of Hazardous Materials on [lie Property oilier than arisinu from the gross negligenec, willful misconduct and/or illegal actions of any htdcnuti[cc- I S. OTHER AFFIRMATIVE, COVENANTS While any obligation of Developer Luider the City Loan Note or City Deed of Trust runain outstanding, the following provisions shall apply, except to the extent that 1',xee1,1tiVe Dit-CCtOr OthCl-WiSC COnSCWS in Writi nf) 15-1 Existence. Developer's Managing General Partner shall maintain its cxisicnec in good standing trader thclaws ofthe State of California, and Developer shall Provide documentalion of such status annually to the City. 152 Protection of Lien. Developer shall maintain the lien of the City Deed of Trust, during construction and lease -up as a valid second priority, and during the pertnanetu phase offhc Project as a valid third priority, deed oftrust Oil the Property and take all actions, and execute and deliver to City all documents, reasonably required by Cily from Linre to Lime in conneclion lherewilli. 1'53 Notice of Certain Matters. Developer shall give notice to City, within icn (10) days of Developer's learning thereof, of each of the following: (a) any filed litigation or claim affecting or relating to the Property and involving an anu>uni in excess of $5,000; and any litigation or claim that might subject Developer or any general partner to liability in excess of S5,000, whether covered by insurance of iiot; (h) any material dispule between Developer and a Govenuncnnal Authority relating to Lhc Property, the adverse dctcnninaLion of which might materially atfect the Property; (c) any change in Developer's principal place of hnsiness; (d) any aspect of the improvements that is not in substantial conformity with the plans or code; (e) any F:venl of Delault or event which, wilh the giving of notice or the passage of Lime or both, would constitute an Event of Defiutlt; (1) an,, material default by Developer or any other party under any Senior Loan document, or the receipt by Developer of any notice of default under any Senior Loan document City Council 34 21 — 38 4/20/2021