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(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 farce majeure; and
<br />(f) the failure to make required real estate disclosures to subsequent
<br />buyers of homes on Phase FS.
<br />Developer's obligation to indemnify as set forth in this Agreement shall extend to
<br />loss or damage, expenses, injuries, death to any person, damage to real or personal property,
<br />claim, demand, suit, action, judgment, settlement, reasonable attorney's fees, costs, or
<br />proceedings of any kind that are discovered or accrue, either before or after the termination of
<br />this Agreement.
<br />Notwithstanding the foregoing, Developer shall not be required to indemnify and
<br />hold harmless Agency or the City for liability attributable to the active negligence of, intentional
<br />misconduct by, or breach of this Agreement by Agency or the City or any of their boards,
<br />officers, employees, representatives or agents.
<br />307.2 Agency Indemnity. Agency shall indemnify, defend and hold harmless
<br />Developer and its officers, agents, and employees from and against any and all loss or damage,
<br />expenses, injuries, death to any person, damage to real or personal property, claim, demand, suit,
<br />action, judgment, settlement, reasonable attorney's fees, costs, or proceeding of any kind arising
<br />out of Agency's and City's actions or omissions pursuant to this Agreement, Agency's
<br />performance of its obligations under this Agreement, and the negligence of, intentional
<br />misconduct by, or breach of this Agreement by Agency or the City or any of their boards,
<br />officers, employees, representatives or agents, including but not limited to:
<br />(a) Agency's relocation of the residents and occupants of the Site.
<br />(b) The entry upon the Site after Closing by Agency or City or their
<br />respective officers, agents, employees and volunteers.
<br />(c) Agency's acquisition and management of the Site prior to the
<br />Closing for the applicable Phase of the Site.
<br />Agency's obligation to indemnify as set forth in this Agreement shall extend to
<br />loss or damage, expenses, injuries, death to any person, damage to real or personal property,
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<br />DOCSOCI 1400673v] 4/200272-0001
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