|
<br />ATTY/AGR/2022.389/HARBOR VIEW PROJECT DEVELOPMENT AGREEMENT
<br />REV: 10-28-2022 VR 32
<br />insurance carrier provides such notice to the Developer. Coverage provided hereunder by
<br />Developer shall be primary insurance and shall not be contributing with any insurance, self-
<br />insurance or joint self-insurance maintained by City, and the policy shall contain such an
<br />endorsement. The insurance policy or the endorsement shall contain a waiver of subrogation for
<br />the benefit of City.
<br />Section 13.2 Indemnification. Developer shall defend (with counsel reasonably
<br />acceptable to City), indemnify, assume all responsibility for, and hold harmless City Parties, from
<br />and against, any and all claims, liabilities and obligations, including attorneys’ fees and costs,
<br />arising directly or indirectly from the work to construct the Project, including the design,
<br />development, and construction thereof, whether such claims shall accrue or be discovered before
<br />or after expiration or termination of this Agreement. Developer’s indemnity obligations under this
<br />Section 13.2 shall not extend to claims occasioned by the sole negligence or willful misconduct of
<br />City Parties. The provisions of this Section 13.2 shall survive termination or expiration of this
<br />Agreement.
<br />ARTICLE 14. MISCELLANEOUS PROVISIONS
<br />Section 14.1 Incorporation of Recitals, Exhibits, and Introductory Paragraph. The
<br />Recitals contained in this Agreement, the introductory paragraph preceding the Recitals, and the
<br />Exhibits attached hereto are hereby incorporated into this Agreement as if fully set forth herein.
<br />Section 14.2 Severability. If any term or provision of this Agreement, or the application
<br />of any term or provision of this Agreement to a particular situation, is held by a court of competent
<br />jurisdiction to be invalid, void, or unenforceable, the remaining terms and provisions of this
<br />Agreement, or the application of this Agreement to other situations, shall continue in full force and
<br />effect unless amended or modified by mutual consent of the Parties.
<br />Section 14.3 Construction. Each reference herein to this Agreement or any of the
<br />Existing Approvals or Subsequent Approvals shall be deemed to refer to the Agreement, Existing
<br />Approval or Subsequent Approval as it may be amended from time to time in accordance with this
<br />Agreement, whether or not the particular reference refers to such possible amendment. Section
<br />headings in this Agreement are for convenience only and are not intended to be used in interpreting
<br />or construing the terms, covenants, or conditions of this Agreement. This Agreement has been
<br />reviewed and revised by legal counsel for City and Developer, and no presumption or rule that
<br />ambiguities shall be construed against the drafting party shall apply to the interpretation or
<br />enforcement of this Agreement. Unless the context clearly requires otherwise, (a) the plural and
<br />singular numbers shall each be deemed to include the other; (b) the masculine, feminine, and neuter
<br />genders shall each be deemed to include the others; (c) “shall,” “will,” or “agrees” are mandatory,
<br />and “may” is permissive; (d) “or” is not exclusive; (e) “include,” “includes” and “including” are
<br />not limiting and shall be construed as if followed by the words “without limitation,” and (f) “days”
<br />means calendar days unless specifically provided otherwise.
<br />Section 14.4 Covenants Running with the Land. Except as otherwise more specifically
<br />provided in this Agreement, this Agreement and all of its provisions, rights, powers, standards,
<br />terms, covenants, and obligations, shall be binding upon the Parties and their respective successors
<br />(by merger, consolidation, or otherwise) and assigns, and all other persons or entities acquiring the
|