|
Code Section 3434, as modified or recodified from time to time, and Agency/City does not intend to
<br />ever assume any responsibility to any person for the quality or safety of the Property or the Project;
<br />and (iii) Agency/City shall not be deemed responsible for or a participant in any acts, omissions or
<br />decisions of Developer;
<br />(c) Agency/City shall not be directly or indirectly liable or responsible
<br />for any loss or injury of any kind to any person or property resulting from any construction on, or
<br />occupancy or use of, the Property, whether arising from: (i) any defect in any building, grading,
<br />landscaping or other onsite or offsite improvement; (ii) any act or omission of Developer or any of
<br />Developer's agents, employees, independent contractors, licensees or invitees; or (iii) any accident
<br />on the Property or any fire or other casualty or hazard thereon; and
<br />(d) By accepting or approving anything required to be performed or given
<br />to Agency/City under the Loan Documents, including any certificate, financial statement, survey,
<br />appraisal or insurance policy, Agency/City shall not be deemed to have warranted or represented the
<br />sufficiency or legal effect of the same, and no such acceptance or approval shall constitute a warranty
<br />or representation by Agency/City to anyone.
<br />1802. Developer Indemnity. Without limiting Developer's obligations to indemnify the
<br />Indemnitees set forth in Section 1405, Developer shall, at Developer's expense, defend (using
<br />counsel satisfactory to Agency and City), indemnify, assume all responsibility for, and save and hold
<br />the Indemnities harmless from any and all losses, damages, liabilities, claims, causes of action,
<br />judgments, settlements, court costs, demands, defense costs, reasonable attorneys' fees, expert
<br />witness fees, and other legal expenses, costs of evidence of title, costs of evidence of value, and other
<br />expenses which they may suffer or incur and any liability of any kind or nature arising from or
<br />relating to the subject matter of this Agreement and/or any other Project Document or the validity,
<br />applicability, interpretation or implementation hereof or thereon and for any damages to property or
<br />injuries to persons directly or indirectly related to or in connection with the construction of the
<br />Improvements, operation, management, or ownership of the Property, including accidental death
<br />(including reasonable attorneys fees and costs), whether such damage shall accrue or be discovered
<br />before or after termination of this Agreement. Developer shall not be obligated to indemnify the
<br />Indemnitees for property damage or bodily injury to the extent occasioned by the negligence or
<br />willful misconduct of any of the Indemnitees. Developer shall have the obligation to defend any
<br />such action; provided, however, that this obligation to defend shall not be effective if and to the
<br />extent that Developer determines in its reasonable discretion that such action is meritorious or that
<br />the interests of the parties justify a compromise or a settlement of such action, in which case
<br />Developer shall compromise or settle such action in a way that fully protects the Indemnitees from
<br />any liability or obligation. In this regard, Developer's obligation and right to defend shall include the
<br />right to hire (subject to reasonable written approval by City and Agency) attorneys and experts
<br />necessary to defend, the right to process and settle reasonable claims, the right to enter into
<br />reasonable settlement agreements and pay amounts as required by the terms of such settlement, and
<br />the right to pay any judgments assessed against Developer or any other Indemnitees. If Developer
<br />defends any such action, as set forth above, (i) to the extent of Developer's indemnification
<br />obligations as set forth herein, Developer shall indemnify and hold harmless Indemnitees from and
<br />against any claims, losses, liabilities, or damages assessed or awarded against either of them by way
<br />of judgment, settlement, or stipulation and (ii) City and Agency shall be entitled to settle any such
<br />claim only with the written consent of Developer and any settlement without Developer's consent
<br />shall release Developer's obligations under this Section 1802 with respect to such settled claim. The
<br />foregoing agreements by Developer shall remain in effect for the entire Term of this Agreement. At
<br />52
<br />DOCSOC/ 1469583v5/200272-0003
|