Item HA-03 - Amended and Restated Regulatory Agreement for the Rehabilitation of Garden Court

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Exhibit 1 17. The covenants established in this Agreement and any amendments hereto approved by the City and Owner shall, without regard to technical classification and designation, be binding for the benefit and in favor of the City and its respective successors and assigns. 18. The City is a beneficiary of the terms and provisions of this Agreement and the covenants herein, both for and in its own right and for the purposes of protecting the interests of the community and other parties, public or private, for whose benefit this Agreement and the covenants running with the land have been provided. The City shall have the right if the covenants are breached, to exercise all rights and remedies, and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breaches to which they or any other beneficiaries of this Agreement and covenants are entitled. 19. The covenants and agreements contained herein shall run with the land and not be personal obligations of Owner. Upon the sale, conveyance or other transfer of the Property that is approved by the City pursuant to this Agreement, or a Permitted Transfer, and the assumption of the obligations hereunder by a transferee, Owner's liability for performance shall be terminated as to any obligation to be performed hereunder after the date of such Transfer. 20. Default. (a) Event of Default. Failure or delay by any Party to perform any term or provision of this Agreement, which is not cured within thirty (30) days after receipt of notice from the other Party specifying the default (or such other period specifically provided herein), constitutes a default under this Agreement; provided, however, if such default is of the nature requiring more than thirty (30) days to cure, the defaulting Party shall avoid default hereunder by commencing to cure within such thirty (30) day period, and thereafter diligently pursuing such cure to completion within an additional sixty (60) days following the conclusion of such thirty (30) day period (for a total of ninety (90) days). Except as required to protect against further damages, the injured Party may not institute proceedings against the Party in default until the time for cure has expired. Failure or delay in giving such notice shall not constitute a waiver of any default, nor shall it change the time of default. (b) Rights and Remedies Cumulative. The rights and remedies of the Parties are cumulative, and the exercise by either Party of one or more of its rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. City's rights and remedies to enforce this Agreement include any and all civil, administrative, or criminal remedies as set forth in local, state, or federal law. Notwithstanding anything to the contrary contained in this Agreement, in no event shall either Party be liable for speculative, consequential, punitive or other indirect damages, and each Party waives any right to collect speculative, consequential, punitive or other indirect damages against the other Party. 21. Indemnification. In addition to any other indemnity specifically provided in this Agreement, Owner agrees to defend (with counsel of City's choosing and the consent of Owner, which shall not be unreasonably withheld, conditioned or delayed and which may be joint defense counsel upon City's and Owner's consent) indemnify and hold harmless City, the Housing Authority (in its capacity as the Successor Agency to the Community Redevelopment Agency for 11 Error! Unknown document property name.