FULL AGENDA PACKET_2021-04-20 - Laserfiche WebLink

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EXHIBIT 3 survey, appraisal or insurance policy, City shall not he deemed to have warranted or represented the sufficiency or legal elect of the samre, and no such acceptance or approval shall constitute it warranty or representation by City to anyone. 18.2 Indemnity. Developer shall defend (by counsel reasonably satisfactory to City), indemnify and save and hold harmless the Tndernmiees from and against all claims, damages, demands, actions, losses, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees and court costs) arising from or relating to (i) a breach of this Agreement by Developer; (ii) the making of the Loan(s), (iii) a claim, demand or cause of action that any person has or asserts against Developer; (iv) any act or omission of Developer, any contractor, subconu-actor ormaterial supplier, engineer, architect or other person with respect to the Property; or (vi) the ownership, occttpane_y or use of the Property. Notwithstanding the turegoing, Developer ;hall not be obligated to indemnify City with respect to the Consequences of any act of i Ilcgal Conduct, gross negligrence or willful misconduct of City. Developer's obligations under this Section shall survive the cancellation of the City Loan Note, release and recom eyance of the City Dccd of Trust, issuancc of the Certificate of Completion, and termination of this Agreement. 1911 Notwithstanding the foregoing, neither Developer, nor any of its partners, shall be personally liable Ibr an_v indemnilication Obligation heeuule which would result a, the repayment of principal and/or interest under the Loan. 1 R_3 Reimbursement of City. Developer shall reimburse City PrornptlY upon written demand for all costs reasonably incurred by City (including the reasonable fees and expenses of attorneys, accountants, appraisers and other consultants, whether the same are independent contractors or employees of City) in connection with the enforcement of the Loan Documents and all related matters including all claims, demands, causes of action, liabilities, losses, commissions and other costs against which City is indemnified under the Loan Document,. Such reimbursement obligation, shall bear interest at the maximnm rate allowed by law from the date occurring twenty (20) days after City gives written demand to Oevcloper and shall be secured by the City Deed ol'Trust. Such reimbursement obligations shall survive the cancellation of the Loan Note, release and reconvcyanec of the City Deed of Trust, issuance of a Certificate of Completion, and termination of this Agreemcnt. 19. iNSi1RANCT, CASi1Ai,TV AND Ct)NbTMN.%TioN 19.1 Policies Reuuired. While any obligation ol'Developer under the Loan Documents remains otrtstanding, Dcvclopca shall maintain at Developer's sole cxpcusc, with insurers either (i) admitted in California or (ii) are not admitted to California but have an A.M. Hest hating of "A" or above and reasonably approved by the City, the f011owing Policies of insurance in form and substance reasonably satisfactory to the City Attorney: (a) worker-s compensation insurance and any other insurance reqrired 'ly law in connection with the construction; City Council 38 21 — 42 4/20/2021