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<br />EXHIBIT 3
<br />for advisory assistance, monetary payments, and other benefits under the Relocation Laws.
<br />Developer shall be fully responsible for administering determinations of eligibility, the
<br />extent of advisory assistance, and the scope and amount of benefits and monetary payments
<br />pursuant to the applicable Relocation Laws, subject to the right, but not obligation, to
<br />oversee Relocation by the City. Developer shall cause to be provided and shall pay
<br />Relocation assistance and benefits, if any, in accordance with and to the extent required by
<br />applicable Relocation Laws to each eligible tenant/occupant that is required to vacate the
<br />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 />(f)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 any legal obligation arising from relocation
<br />of persons on the Property (for purposes of this Section 11.12, the foregoing shall be
<br />referred to as “Liabilities”) which may now or in the future be incurred or suffered by
<br />Indemnitees by reason of, or resulting, in full or in part, or in any respect whatsoever from
<br />the relocation of residents of the current site pursuant to or resulting from the
<br />implementation of this Agreement, except to the extent arising out of the active negligence
<br />or willful misconduct of any of the Indemnitees or a breach by the City of any
<br />representation, warranty or covenant contained in this Agreement. At the request of
<br />Developer, the City shall cooperate with and assist Developer in its defense of any such
<br />claim, action, suit, proceeding, loss, cost, damage, City liability, deficiency, fine, penalty,
<br />punitive damage, or expense; provided that City shall not be obligated to incur any expense
<br />in connection 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 active negligence or willful misconduct
<br />of any of the Indemnitees 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 active 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,
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<br />WISEPlace Permanent Supportive Housing
<br />City HOME-ARP Loan Agreement
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