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⦁ City Indemnity. City is responsible for HCD fund disbursement to the District (“City Obligations”). City shall indemnify, defend, protect, and hold harmless the District Indemnified Party and Developer Indemnified Party against any and all Claims, including, without limitation, any direct, indirect or consequential loss, liability, damage, or expense, court costs and attorneys’ fees, arising out of or in connection with City’s performance of or failure to perform its City Obligations, in the manner and within the time periods, and to otherwise perform any covenants, set forth in the AHSC Documents including any claims, losses or liabilities caused by said failure to perform that results in a default under the AHSC Loan. However, in no event shall the District Indemnified Party or the Developer Indemnified Party be indemnified hereunder for any Claims to the extent said Claims result from such party’s gross negligence or willful misconduct. City agrees to pay all of the costs and expenses of the District Indemnified Party and the Developer Indemnified Party, including reasonable attorneys’ fees, which may be incurred in any effort to enforce any term of this Agreement, caused by a City breach of the Agreement, including, but not limited to, all such costs and expenses which may be incurred by any District Indemnified Party and Developer Indemnifed Party in any legal action, mediation, or arbitration proceeding to enforce the terms of this Agreement. ⦁ Schedule of Performance; Progress Reports. Developer and District shall comply with the schedule of performance set forth in Exhibit A attached hereto for the completion of their respective obligations hereunder (the “Schedule of Performance”). The District and Developer agree to give the other Party a written quarterly status report on the progress toward the milestones listed in Exhibit A, i.e., the Developer will report on the Developer’s progress on the Housing Project and the District will report on the District’s progress on the BART STI Improvements and BART TRA Improvements. If any Party anticipates not meeting the targeted construction and grant disbursement milestones as established in the AHSC Documents, that Party will promptly notify the other Party in writing and will meet with the other Party to discuss the reasons why the milestone dates may not be met and what actions the delayed Party intends to take to meet the milestones or otherwise rectify the work schedule in order to maintain good standing with the terms and conditions established in the AHSC Documents. ⦁ Delegation. Notwithstanding the obligations of each Party under this Agreement, each Party shall be entitled to enter into sub-agreements with each other or with other parties to provide any assistance or services needed for each Party to perform its obligations under this Agreement and the AHSC Documents. ⦁ Cost Overruns. Developer shall be responsible for paying all costs required to complete the Developer Obligations, irrespective of whether such costs exceed the AHSC Loan. District shall be responsible for paying all costs required for the Transit Obligations, irrespective of whether such costs exceed the portion of the AHSC Grants designated for the Transit Obligations. City shall have no obligation to pay costs to complete the Developer Obligations or Transit Obligations irrespective of whether such costs exceed the relevant portions of the AHSC Grants or AHSC Loan. 5