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limitation (i) the release, use, generation, discharge, storage or disposal by Developer or by any
<br />individual or entity for which Developer bears the legal liability including, but not limited to,
<br />officers, agents, employees or contractors of Developer (collectively, the "Developer Parties") of
<br />any Hazardous Materials in violation of Environmental Laws during the period of the
<br />Developer's ownership of the applicable Phase of the Site, on, under, in or about, or the
<br />transportation of any such Hazardous Materials to or from, the Phase of the Site by Developer or
<br />any of Developer Parties during the period of the Developer's ownership of the Phase of the Site,
<br />and/or (ii) the violation, or alleged violation, by Developer or any of Developer Parties of any
<br />Environmental Laws relating to the use, generation, release, discharge, storage, disposal or
<br />transportation of Hazardous Materials on, under, in or about, to or from, the Site during the
<br />period of the Developer's ownership of the applicable Phase of the Site. This indemnity shall
<br />include, without limitation, any damage, liability, fine, penalty, cost or expense arising from or
<br />out of any claim, action, suit, or proceeding for personal injury (including sickness, disease or
<br />death), tangible or intangible property damage, compensation for lost wages, business income,
<br />profits or other economic loss, damage to the natural resource or the environment, nuisance,
<br />contamination, leak, spill, release or other adverse effect on the environment with respect to the
<br />applicable Phase of the Site.
<br />8. Developer shall indemnify, defend and hold harmless Agency and City,
<br />their respective officers, agents, employees and volunteers from and against any and all loss or
<br />damage, expenses, injuries, death to any person, damage to real or personal property, claim,
<br />demand, suit, action, judgment, settlement, reasonable attorney's fees, costs, or proceeding of
<br />any kind arising out of Developer's actions and obligations pursuant to this Agreement,
<br />Developer's implementation of this Agreement, Developer's securing of financing, design
<br />development drawings, the engineering, construction, reconstruction, structural integrity of the
<br />Project, maintenance of Project, operation and subsequent sale of the Project, including but not
<br />limited to:
<br />(a) latent material defects in construction of the Project;
<br />(b) any construction defect in the Project;
<br />(c) personal injury, including death, of the employees, agents, officers,
<br />and/or volunteers of Developer, Developer Parties, and/or any subcontractors, independent
<br />contractors, partners, and/or subsidiaries or third parties in connection with the Project;
<br />(d) property damage claims of the employees, agents, officers, and/or
<br />volunteers of Developer, Developer Parties, and/or any subcontractors, independent contractors,
<br />partners, and/or subsidiaries or third parties in connection with the Project;
<br />(e) delay in construction of the Project beyond the dates set forth
<br />herein and the Schedule of Performance and subject to force majeure; and
<br />(f) the failure to make required real estate disclosures to subsequent
<br />buyers of homes on Phase FS.
<br />ATTACHMENT NO. 3-5
<br />DOCS001400673v 141200272-0001
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