SHELTER PROVIDERS OF ORANGE COUNTY, INC. DBA HOMEAID ORANGE COUNTY, INC. (2)

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measures to manage the parking demand of the Project site to mitigate the use of offsite parking spaces on private or public properties and/or right-of-way. Developer has submitted a Parking Management Plan (the "PMP") dated March 10, 2020, outlining appropriate measures to manage and mitigate the use of offsite parking spaces and/or right of way. Prior to issuance of the Certificate of Occupancy, Developer shall obtain approval from the PBA of the PMP, as such PMP may be revised consistent with requirements of this Subsection 4.18 and Agreement. The approved PMP shall be adhered to and be enforced by the Project at all times. Notwithstanding the foregoing, in no event may the PMP or the requirements of this Subsection supersede Subsections 2.3.1 or 2.3.5 or be interpreted in a manner requiring parking in excess of twelve (12) onsite parking spaces, ten (10) of which shall be tandem parking spaces. 5. [INTENTIONALLY RESERVED] 6. TERM OF THIS AGREEMENT 6.1 Term. The term of this Agreement ("Density Bonus Housing Agreement Term") shall commence on the Effective Date and shall continue until the date that is fifty-five (55) years after the City issues the last certificate of occupancy for the building in which the Affordable Units are located. 7. DEFAULT AND TERMINATION; INDEMNIFICATION 7.1 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. 7.2 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. 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. 7.3 Indemnification. In addition to any other indemnity specifically provided in this Agreement, Developer agrees to defend (with counsel of City's choosing and the consent of Developer, which shall not be unreasonably withheld, conditioned or delayed and which may be joint defense counsel upon City's and Developer's consent) indemnify and hold harmless City 16 9138-126780\1517029.2