Agmt05 First Community Housing - Laserfiche WebLink

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account of, injuries to or death of any person, including Contractor, or damage to property of any kind whatsoever and to whomsoever belonging, including but not limited to, the concurrent passive negligence of the City, its Council, and their respective officers, boards, commissions, agents, and employees, resulting from the performance of any work required by this Agreement of Contractor, its officers, agents, employees and/or servants, provided that this shall not apply to injuries or damage caused by the gross negligence or willful misconduct of indemnitees, or anyone of them. The duty of the Developer to indemnify and save harmless, as set forth herein, shall include the duty to defend as set forth in Section 2778 of the California Civil Code. Section 6.10. Release of the Developer from Liability. Notwi thstanding any provision herein to the contrary, the Developer shall be relieved of any and all liability for the obligations of the Developer hereunder with regard to the Property when a Certificate of Completion has been issued by the Agency hereunder, other than any covenants and obligations provided by the Grant Deed, the Deed of Trust, and the Declaration of Affordability Covenants recorded against the Property. Section 6.11. Attorneys' Fees. If either party hereto files any action or brings any action or proceeding against the other arising out of this Agreement, seeks the resolution of disputes, or is made a party to any action or proceeding brought by the Escrow Agent, then as between the Developer and the Agency, the prevailing party shall be entitled to recover as an element of its costs of suit or resolution of disputes, and not as damages, its reasonable attorneys' fees as fixed by the Court or other forum for resolution of disputes as may be agreed upon by the parties, in such action or proceeding or in a separate action or proceeding brought to recover such attorneys' fees. If the Developer is the Owner, then the Owner's obligation under this section shall be limited to available residual receipts (as that term is defined in the Grant Documents) authorized for release by HUD and non-project assets. Section 6.12. Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respecti ve heirs, executors, administrators, legal representatives, successors and assigns. 47 REDW\0006\DOC\001-5 1/27/05 7:00 /rove