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<br />29
<br />The Crossroads at Washington
<br />City HOME Loan Agreement
<br />during the relocation to provide updates and review tenant files, including at Project
<br />approval and prior to final benefit calculations. The Developer and Relocation Consultant
<br />shall carry out activity in compliance with URA and the City’s Acquisition and Relocation
<br />Policy and Procedures Manual (“Manual”).
<br />(c) If a Relocation Consultant is required to be retained pursuant to
<br />Section 11.12(a), the Developer and Relocation Consultant shall maintain accurate records
<br />and files pertaining to the temporary and permanent relocation of tenants, in accordance
<br />with URA and the City’s Manual.
<br />(d) If a Relocation Consultant is required to be retained pursuant to
<br />Section 11.12(a), the Developer and Relocation Consultant shall provide all relocation and
<br />tenant files to the City once relocation is complete at the Project.
<br />(e) Developer Responsible for Administration of Relocation.
<br />Developer acknowledges that former tenants and occupants of the Property may be eligible
<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 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 connection with such cooperation or assistance.
<br />EXHIBIT 5
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