DORC 14th and Callan Street Owner

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9. Indemnification. 9.1 Notwithstanding the insurance coverage required hereunder, Owner shall defend, indemnify and hold the City and its officials, officers, directors, employees, and agents (collectively, the "Indemnified Parties") harmless from and against any and all actual out-of-pocket losses, damages (but specifically excluding special, punitive, indirect or consequential damages), liabilities, claims, demands, judgments, actions, court costs, and legal or other expenses (including reasonable attorneys' fees) which an Indemnified Party incurs as a result of: 9.1.1 Owner's failure to perform any obligation as and when required by this Agreement; 9.1.2 Any failure of Owner's representations or warranties to be true and complete in all material respects when made; 9.1.3 Any act or omission by Owner, or any of Owner's contractors, subcontractors, agents, employees, licensees or suppliers with respect to the construction of the Project, except to the extent such losses are caused by the gross negligence or willful misconduct of such indemnified party. 9.2 The duty of Owner to indemnify includes the duty to defend the Indemnified Party in any court action, administrative action, or other proceeding brought by any third party arising in connection with the Project or the Property with counsel reasonably approved by City. Owner's duty to indemnify the Indemnified Parties shall survive the expiration or earlier termination of this Agreement. 10. Miscellaneous. 10.1 Amendments. This Agreement may be amended or modified only by a written instrument signed by both Parties. 10.2 No Waiver. Any waiver by City of any term or provision of this Agreement must be in writing. No waiver shall be implied from any delay or failure by City to take action on any breach or default hereunder or to pursue any remedy allowed under this Agreement or applicable law. No failure or delay by City at any time to require strict performance by Owner of any provision of this Agreement or to exercise any election contained herein or any right, power or remedy hereunder shall be construed as a waiver of any other provision or any succeeding breach of the same or any other provision hereof or a relinquishment for the future of such election. 10.3 Notices. Except as otherwise specified herein, all notices to be sent pursuant to this Agreement shall be made in writing, and sent to the Parties at their respective addresses specified below or to such other address as a Party may designate by written notice delivered to the other parties in accordance with this Section. All such notices shall be sent by: i) Personal delivery, in which case notice is effective upon delivery; ii) Certified or registered mail, return receipt requested, Affordable Housing Regulatory Agreement — Centro Callan November 28, 2022 14