RecDoc 2018-088890 Strada Development Agreement 1548 Maple, LLC

Browse Search

insurance carrier provides such notice to the Developer. Coverage provided hereunder by Developer shall be primary insurance and shall not be contributing with any insurance, self- insurance or joint self-insurance maintained by City, and the policy shall contain such an endorsement. The insurance policy or the endorsement shall contain a waiver of subrogation for the benefit of City. Section 13.2 Indemnification. Developer shall defend (with counsel reasonably acceptable to City), indemnify, assume all responsibility for, and hold harmless City Parties, from and against, any and all claims, liabilities and obligations, including attorneys' fees and costs, arising directly or indirectly from the work to construct the Project, including the design, development, and construction thereof, whether such claims shall accrue or be discovered before or after expiration or termination of this Agreement. Developer's indemnity obligations under this Section 13.2 shall not extend to claims occasioned by the sole negligence or willful misconduct of City Parties. The provisions of this Section 13.2 shall survive termination or expiration of this Agreement. ARTICLE 14. MISCELLANEOUS PROVISIONS Section 14.1 Incorporation of Recitals. Exhibits and Introductory Paragraph. The Recitals contained in this Agreement, the introductory paragraph preceding the Recitals, and the Exhibits attached hereto are hereby incorporated into this Agreement as if fully set forth herein. Section 14.2 Severability. If any tern or provision of this Agreement, or the application of any term or provision of this Agreement to a particular situation, is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining terms and provisions of this Agreement, or the application of this Agreement to other situations, shall continue in full force and effect unless amended or modified by mutual consent of the Parties. Section 14.3 Construction. Each reference herein to this Agreement or any of the Existing Approvals or Subsequent Approvals shall be deemed to refer to the Agreement, Existing Approval or Subsequent Approval as it may be amended from time to time in accordance with this Agreement, whether or not the particular reference refers to such possible amendment. Section headings in this Agreement are for convenience only and are not intended to be used in interpreting or construing the terms, covenants, or conditions of this Agreement. This Agreement has been reviewed and revised by legal counsel for City and Developer, and no presumption or rule that ambiguities shall be construed against the drafting party shall apply to the interpretation or enforcement of this Agreement. Unless the context clearly requires otherwise, (a) the plural and singular numbers shall each be deemed to include the other; (b) the masculine, feminine, and neuter genders shall each be deemed to include the others; (c) "shall," "will," or "agrees" are mandatory, and "may" is permissive; (d) "or" is not exclusive; (e) "include," "includes" and "including" are not limiting and shall be construed as if followed by the words "without limitation," and (f) "days" means calendar days unless specifically provided otherwise. Section 14.4 Covenants Running with the Land. Except as otherwise more specifically provided in this Agreement, this Agreement and all of its provisions, rights, powers, standards, terns, covenants, and obligations, shall be binding upon the Parties and their respective successors 43 OAK #4843-3885-9090 v I ATTY/AGR/2018.094/STRADA DEVELOPMENT AGREEMENT REV: 07-27-18 VR Page 43 of 94