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sufficiency or legal effect of the same, and no such acceptance or approval shall constitute a warranty
<br />or representation by Agency/City to anyone.
<br />1802. Developer Indemnity. Without limiting Developer's obligations to indemnify the
<br />Indemnitees set forth in Section 1405, Developer shall, at Developer's expense, defend (using
<br />counsel satisfactory to Agency and City), indemnify, assume all responsibility for, and save and hold
<br />the Indemnities harmless from any and all losses, damages, liabilities, claims, causes of action,
<br />judgments, settlements, court costs, demands, defense costs, reasonable attorneys' i'ees, expert
<br />witness fees, and other legal expenses, costs of evidence of title, cp,~ts of evidence of value, and other
<br />expenses which they may suffer or incur and any liability of ariy'lcind or nature arising from or
<br />relating to the subject matter of this Agreement and/or any dthe~i'Project Document or the validity,
<br />applicability, interpretation or implementation hereof or
<br />injuries to persons directly or indirectly related to or
<br />f:.
<br />Improvements, operation, management, or ownersl~pu
<br />(including reasonable attorneys fees and costs), Whe;Cher
<br />before or after termination of this Agreement: ;'f~@velol
<br />Indemnitees for property damage or bodily mluty to, t
<br />willfid misconduct of any of the hrdemnitees DeJeJol
<br />such action; provided, however, that'th~s,obligation fn
<br />extent that Developer determines in its seasonable discr
<br />the interests of the parties justify a compi'orriise., or a
<br />Developer shall compromise or settle sufih<actton m:;a.,.~
<br />any liability or obligation )n;thi
<br />right to hire (sublcct~~o; reason
<br />neoessary to defend, tfie right
<br />reasonable settlement agreemen
<br />the right to pay any judgments
<br />defends any such .action, as -:
<br />against ariy`claims, losses, li~l
<br />of judg"me~it,,settlement, or sl
<br />claim only+ wJl)I the written ,ti
<br />shall release Dev~lopcr's oblil
<br />foregoing agreements. by Devi
<br />the request of Developer', City
<br />any such claim, action,-`suit,
<br />punitive damage, or expense,':
<br />regard,
<br />hereorls';i{gd for any damages to property or
<br />ri oonneiifon with the construction of the
<br />f the Piopertyj,inchrding accidental death
<br />such damage sltl accrue or be discovered
<br />per shall not be `6~Jjgated to indemnify the
<br />ie extent occasioncd+by the negligence or
<br />cr shall.•have the obligation to defend any
<br />defetid''shall not be effective if and to the
<br />such action is meritorious or that
<br />it of such action, in which case
<br />lly protects the Indemnitees from
<br />id'i'igbt to defend shall include the
<br />written' appiovaL:by Crky;and Agency) attorneys and experts
<br />process and: setGl'e reasonable+ claims, the right to enter into
<br />dpay amougts•;as required by the terms of such settlement, and
<br />ssed against Developer or any other Indemnitees. If Developer
<br />orth : above, (i);td;;, the extent of Developer's indemnification
<br />,toper sliall`indetil~li'fy and hold harmless Indemnitees from and
<br />qr damages ass"essed or awarded against either of them by way
<br />on`npd (ii) City and Agency shall be entiCled to settle any such
<br />of Deycloper and any settlement without Developer's consent
<br />undei'~~tli'is Section 1802 with respect Yo such settled claim. The
<br />shall remain in effect for the entire Term of this Agreement. At
<br />gency shall cooperate with and assist Developer in its defense of
<br />;eding, loss, cost, damage, liability, deficiency, fine, penalty,
<br />ded that City and Agency shall not be obligated to incur any
<br />expense in connection wifh!-such cooperation or assistance. Notwithstanding the foregoing,
<br />Developer shall not be required to indemnify the Agency with respect to actions arising from the
<br />proposal made by the Governor of California to eliminate redevelopment agencies.
<br />1803. Reimbursement of Agency/City. Developer shall reimburse Agency/City
<br />immediately upon written demand for all costs reasonably incurred by Agency/City (including the
<br />reasonable fees and expenses of attorneys, accountants, appraisers and other consuhants, whether the
<br />same are independent contractors or employees of City) in connection with the enforcement of the
<br />Loan Documents and all related matters including all claims, demands, causes of action, liabilities,
<br />losses, commissions and other costs against which Agency/City is indemnified under the Loan
<br />Documents. Such reimbursement obligations shall bear interest from the date occurring twenty (20)
<br />days after Agency/City gives written demand to Developer and shall be secured by the Agency/City
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