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Property as a result of implementation of the Project. The City's rights are limited to
<br />determining compliance with Relocation Laws. Developer is and shall remain solely
<br />responsible to pay all out-of-pocket costs for direct payments, if any, to eligible person(s),
<br />household(s) and business(es) for Relocation assistance and benefits due and paid and for
<br />any other costs incurred related to Relocation, including a Relocation consultant, and any
<br />and all costs or fees incurred therefor.
<br />(l) Indemnification by Developer Relating to Relocation. Developer
<br />hereby covenants and agrees to indemnify, save, protect, hold harmless, pay for, and defend
<br />the Indemnitees from and against any and all liabilities, suits, actions, claims, demands,
<br />penalties, damages (including without limitation penalties, fines, and monetary sanctions),
<br />losses, costs, or expenses, including without limitation consultants' and attorneys' fees, or
<br />relocation benefits claimed or payable under the Relocation Laws (for purposes of this
<br />Section 11.12, the foregoing shall be referred to as "Liabilities") which may now or in the
<br />future be incurred or suffered by Indemnitees by reason of, or resulting, in full or in part,
<br />or in any respect whatsoever from the Relocation of residents of the current site pursuant
<br />to or resulting from the implementation of this Agreement, except to the extent arising out
<br />of the gross negligence or willful misconduct of any of the Indemnitees or a breach by the
<br />City of any representation, warranty or covenant contained in this Agreement. At the
<br />request of Developer, the City shall cooperate with and assist Developer in its defense of
<br />any such claim, action, suit, proceeding, loss, cost, damage, City liability, deficiency, fine,
<br />penalty, punitive damage, or expense; provided that City shall not be obligated to incur any
<br />expense in comiection with such cooperation or assistance.
<br />(g) Release. Developer, on behalf of itself and its affiliates, and any and
<br />all successors and assigns hereby fully and finally releases the Indemnitees from any and
<br />all manner of actions, causes of action, suits, obligations, liabilities, judgments, executions,
<br />debts, claims and demands of every kind and nature whatsoever, known and unknown,
<br />which Developer and any of its affiliates, successors or assigns may now have or hereafter
<br />obtain against the Indemnitees by reason of, arising out of, relating to, or resulting from in
<br />full or in part, the election of Developer to proceed with the Project pursuant to this
<br />Agreement except to the extent arising out of the gross negligence or willful misconduct
<br />of any of the Indemmlitees or a breach by the City of any representation, warranty or
<br />covenant contained in this Agreement (collectively, "Claims"), which release shall include
<br />but not be limited to any Claims for Relocation assistance or benefits under federal, state,
<br />local, or any other applicable laws or Governmental Requirements, except to the extent
<br />arising out of the gross negligence or willful misconduct of any of the Indemnitees or a
<br />breach by the City of any representation, warranty or covenant contained in this
<br />Agreement. The parties agree that, with respect to the release of Claims as set forth above,
<br />all rights under Section 1542 of the California Civil Code and any similar law of any state
<br />or territory of the United States are expressly waived. Section 1542 reads as follows:
<br />"A general release does not extend to claims that the creditor or releasing party
<br />does not know or suspect to exist in his or her favor at the time of executing the
<br />release and that, if known by him or her, would have materially affected his or her
<br />settlement with the debtor or released party."
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<br />wmtview House
<br />City Inclusionary Housing Program Loan Agreement
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