|
EXHIBIT 2
<br />(d) By accepting or approving anything required to be performed or given to
<br />City under this Agreement, including any certificate, financial statement, survey, appraisal or
<br />insurance policy, City shall not be deemed to have warranted or represented the sufficiency or legal
<br />effect of the same, and no such acceptance or approval shall constitute a warranty or representation
<br />by City to anyone.
<br />14.2 Indemnity. Developer shall defend (by counsel reasonably satisfactory to City),
<br />indemnify and save and hold harmless the Indemnitees from and against all claims, damages,
<br />demands, actions, losses, liabilities, costs and expenses (including, without limitation, reasonable
<br />attorneys' fees and court costs) arising from or relating to: (i) any act or omission of Developer in
<br />connection with its obligations under this Agreement; (ii) the making of the Inclusionary Grant;
<br />(iii) a claim, demand or cause of action that any person has or asserts against Developer arising
<br />from or related to this Agreement; and (iv) any act or omission of Developer, any contractor,
<br />subcontractor or material supplier, engineer, architect or other person with respect to the Property,
<br />except to the extent any of the foregoing arise from gross negligence or willful misconduct of the
<br />City. Developer's obligations under this Section shall survive the issuance of the Certificate of
<br />Completion, and termination of this Agreement.
<br />14.3 Reimbursement of City. With respect to the indemnification obligations under
<br />this Article 14, Developer shall reimburse City immediately upon written demand for all costs
<br />reasonably incurred by City (including the reasonable fees and expenses of attorneys,
<br />accountants, appraisers and other consultants, whether the same are independent contractors or
<br />employees of City) in connection with the enforcement of this Agreement and all related matters,
<br />including all claims, demands, causes of action, liabilities, losses, commissions and other costs
<br />against which City is indemnified under this Agreement. Such reimbursement obligations shall
<br />bear interest from the date occurring twenty (20) days after City gives written demand to
<br />Developer. Such reimbursement obligations shall survive the issuance of a Certificate of
<br />Completion and termination of this Agreement.
<br />15. INSURANCE, CASUALTY AND CONDEMNATION
<br />15.1 Policies Required; Minimum Coverage. Developer shall procure and maintain
<br />for the duration of the contract, and for five (5) years thereafter, insurance against claims for
<br />injuries to persons or damage to property which may arise from or in connection with the
<br />performance of the work hereunder by the Contractor, its agents, representatives, employees, and
<br />sub -contractors, which meets the following minimum requirements:
<br />(a) Commercial General Liability (CGL). Insurance Services Office (ISO)
<br />Form CG 0001 covering CGL on an "occurrence" basis, including products and completed
<br />operations, property damage, bodily injury and personal & advertising injury with limits no less
<br />than $2,000,000 per occurrence and $2,000,000 in the aggregate. Umbrella and excess insurance
<br />policies can be used to meet the required limits.
<br />(b) Automobile Liability (AL). Insurance Services Office Form CA 0001
<br />covering Code 1(any auto), with combined single limit no less than $2,000,000.
<br />20
<br />5 53 94.0010 1 \42414134.1
<br />
|