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M. Developer shall be in default hereunder if it shall fail to observe or perform any
<br />covenants, conditions, restriction, or provision contained herein on its part to be observed or
<br />performed which continues after notice to Developer and failure to cure as provided herein.
<br />If any such default shall have occurred, then and in such event, City shall be entitled in
<br />addition to all other remedies provided by law or in equity:
<br />1. To compel specific performance by Developer of its obligations under this
<br />Agreement, it being recognized that the beneficiaries of Developer's obligations hereunder
<br />cannot be adequately compensated for by monetary damages in the event of Developer's default.
<br />2. In the event the actual rent collected by Developer for any unit required under this
<br />Agreement to be rented to very low or lower income tenants is in excess of the maximum
<br />affordable rent allowed for such unit in violation of the requirements of Paragraph III of this
<br />Agreement, the amount by which any actual rent collected for such unit exceeds the maximum
<br />affordable rent for such unit shall be deemed damages payable to City by Developer. Such
<br />damages shall be in addition to any other remedy at law or in equity to City.
<br />N. Developer agrees to and shall indemnify and hold harmless City, its officers,
<br />agents, employees, consultants, special counsel, and representatives from liability: (1) for
<br />personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of
<br />claims for personal injury, including health, and claims for property damage, which may arise
<br />from or relating to (i) Developer's obligations of actions undertaken pursuant to this Agreement;
<br />( ii) a claim, demand or other cause of action that any person has or asserts against Developer;
<br />iii) any act or omission of Developer or its contractors, subcontractors, agents, employees, or
<br />other persons acting on their behalf which relates to the Affordable Units or the Project; or ( iv)
<br />the Developer's initial sale of the Affordable Units or Project, except to the extent such matters
<br />are caused by the negligence or willful misconduct of City or its officers, employees, agents,
<br />consultants, special counsel or representatives. This indemnity and hold harmless agreement
<br />applies to all claims for damages, just compensation, restitution, judicial or equitable relief
<br />suffered, or alleged to have been suffered, by reason of the events referred to in this paragraph or
<br />by reason of the terms of, or effects, arising from this Agreement. The Developer further agrees
<br />to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and
<br />costs to the extent there is no conflict of interest, Developer should be allowed to use the legal
<br />counsel which is also representing Developer for special counsel to be selected by the City,
<br />regarding any action by a third party challenging the validity of this Agreement, or asserting that
<br />personal injury, damages, just compensation, restitution, judicial or equitable relief due to
<br />personal or property rights arises by reason of the terms of, or effects arising from this
<br />Agreement. City may make all reasonable decisions with respect to its representation in any
<br />legal proceeding. Developer's obligations under this paragraph shall survive the termination of
<br />this Agreement.
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