Agmt25 SEC-Lenders Documents 2 - Loan Agreement

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409. Insurance. To protect City against all insurable Claims resulting from the actions of Borrower in connection with this Agreement, at the sole cost and expense of Borrower, Borrower shall maintain for the Development insurance in accordance with the Insurance Requirements attached hereto as Attachment No. 8 and incorporated herein by this reference. 410. Indemnity. 410.1 Borrower Indemnity Obligations. Borrower shall indemnify, defend, and hold the City and its elected officials, officers, employees and agents (collectively "City Parties") harmless against any and all claims, suits, actions, losses, and liability of every kind, nature and description made against it and expenses (collectively "Claims") which arise out of or in connection with this Agreement to the extent such Claims arise from any wrongful intentional act or negligence of Borrower. Borrower shall also indemnify City Party against any and all of the following: (a) any application made by or at Borrower's request; (b) any agreements that Borrower (or anyone claiming by or through Borrower) makes with a Third Person regarding the Property or the Rehabilitation Work; (c) any workers compensation claim or determination relating to any employee of Borrower or their contractors; (d) any Prevailing Wage Action relating to this Agreement or the Rehabilitation Work; (e) any claim for relocation benefits arising from the Rehabilitation Work conducted at the Development; and (e) any Environmental Claim attributable to any action or failure to act by Borrower. Borrower assumes the risk of delays and damages that may result to Borrower from any Third Person legal actions related to City's approval of this Agreement or any associated approvals, even in the event that an error, omission or abuse of discretion by City is determined to have occurred. If a Third Person files a legal action regarding City's approval of this Agreement or any associated approval (exclusive of legal actions alleging violation of Government Code Section 1090 by elected officials of City), Borrower shall indemnify City Party against such Third Person legal action, including all legal costs, monetary awards, sanctions, attorney fee awards, expert witness and consulting fees, and the expenses of any and all financial or performance obligations resulting from the disposition of the legal action. City shall reasonably cooperate in its defense in any legal action subject to this Section 410 subject to Borrower's indemnity obligations for such legal action. Nothing contained in this Section 410 is intended to be nor shall be deemed or construed to be an express or implied admission that City may be liable to Borrower or any other party for damages or other relief regarding any alleged or established failure of City to comply with any law. Any legal action that is subject to this Section 410 (including any appeal periods and the pendency of any appeals) shall constitute an Enforced Delay and the time periods for performance by any Party under this Agreement may be extended pursuant to the provisions of this Agreement in Section 803. 410.2 Independence of Insurance Obligations. The indemnification obligations made by Borrower under this Agreement shall not be construed or interpreted as in any way restricting, limiting, or modifying Borrower insurance or other obligations under this Agreement. Borrower's obligation to indemnify City Party under this Agreement is independent of Borrower's insurance and other obligations under this Agreement. Borrower's compliance with its insurance obligations and other obligations under this Agreement shall not in any way restrict, limit, or modify Borrower's indemnification obligations under this Agreement and are independent of Borrower's indemnification and other obligations under this Agreement. REV: 05-21-25 LF ATTY/AGR.2025.100/HEART-SV (417 Stambaugh St.) (Page 19 of 85)