|
iWa:11:111VA
<br />(c) City shall not be directly or indirectly liable or responsible for any
<br />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,
<br />grading, landscaping or other onsite or offsite improvement; (ii) any act or omission of
<br />Developer or any of Developer's agents, employees, independent contractors, licensees or
<br />invitees; or (iii) any accident on the Property or any fire or other casualty or hazard thereon;
<br />and,
<br />(d) By accepting or approving anything required to be performed or
<br />given to City under this Agreement, including any certificate, financial statement, survey,
<br />appraisal or insurance policy, City shall not be deemed to have warranted or represented
<br />the sufficiency or legal effect of the same, and no such acceptance or approval shall
<br />constitute a warranty or representation by City to anyone.
<br />14.2 Indemnity. Developer shall defend (by counsel reasonably satisfactory to
<br />City), indemnify and save and hold harmless the Indemnitees from and against all claims,
<br />damages, demands, actions, losses, liabilities, costs and expenses (including, without
<br />limitation, reasonable attorneys' fees and court costs) arising from or relating to: (i) this
<br />Agreement; (ii) the making of the Grant(s); (iii) a claim, demand or cause of action that
<br />any person has or asserts against Developer; (iv) any act or omission of Developer, any
<br />contractor, subcontractor or material supplier, engineer, architect or other person with
<br />respect to the Property. Developer's obligations under this Section shall survive the
<br />issuance of the Certificate of Completion, and termination of this Agreement.
<br />14.2.1 Notwithstanding the foregoing, neither Developer, nor any of its
<br />partners, shall be personally liable for any indemnification obligation hereunder that would
<br />result as the repayment of the Grant.
<br />14.3 Reimbursement of City. With respect to the indemnification obligations
<br />under this Article 14, Developer shall reimburse City immediately upon written demand
<br />for all costs reasonably incurred by City (including the reasonable fees and expenses of
<br />attorneys, accountants, appraisers and other consultants, whether the same are independent
<br />contractors or employees of City) in connection with the enforcement of the Grant
<br />Documents and all related matters, including all claims, demands, causes of action,
<br />liabilities, losses, commissions and other costs against which City is indemnified under the
<br />Grant Documents. Such reimbursement obligations shall bear interest from the date
<br />occurring twenty (20) days after City gives written demand to Developer. Such
<br />reimbursement obligations shall survive the issuance of a Certificate of Completion and
<br />termination of this Agreement.
<br />15. INSURANCE, CASUALTY AND CONDEMNATION
<br />15.1 Policies Required. Developer shall maintain at Developer's sole expense,
<br />with insurers either: (i) admitted in California; or, (ii) are not admitted to California but
<br />have an A.M. Best Rating of "A" or above and reasonably approved by the City, the
<br />22
<br />Foorlyfficl
<br />
|