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requested by the Agency. Such requirement shall be deemed satisfied upon submittal by the
<br />Developer of a copy of its report to the construction lender.
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<br /> §506 Ilasurance and Indemnification
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<br /> If this Agreement temlinates and Developer shall not have made an Election to Fund in
<br />accordance with Section 304, then, in such event, if any third party commences a lawsuit or other
<br />legal proceeding against the Agency and/or the City, wherein claims or demands are made
<br />directly relating to this Agreement and the activities of thc Agency and/or the City, hereunder
<br />perforated within the scope of this Agreement during the period prior to the delivery by
<br />Developer of the Election to Fund in connection with the potential acquisition of the Acquisition
<br />Parcels, Developer shall defend, indemnify and hold harmless the Agency and thc City and their
<br />governing bodies and their officers, employees, agents and attorneys (collectively, the
<br />"Indemnitees") from and against any and all reasonable costs or expenses of defending such
<br />lawsuits or other legal proceedings (including reasonable attorneys' fees and court costs), except
<br />such costs or expenses as may arise from the willful misconduct of the Agency and/or the City,
<br />but the foregoing indemnity shall not include or extend to any judgments or other judicial
<br />determinations arising out of such lawsuit or other legal proceeding.
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<br /> In addition, Developer shall defend, indemnify and hold hamdess the Indcmnitces from
<br />and against any liability, loss, cost or expense arising out of any personal injury (including death)
<br />or physical damage to property, including loss of use of property resulting from any such
<br />physical damage, caused by Developer or its agents in conducting its Site Feasibility
<br />Assessment, except such as may arise from the negligence or willful misconduct of thc Agency
<br />and/or thc City, or their officers, members, agents or employees.
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<br /> Subject to the Election to Fund and prior to the commencement of construction on the
<br />Project Site or any portion thereof, Developer shall furnish or cause to be furnished to the
<br />Agency duplicate originals of bodily injury and property damage insurance in the aggregate
<br />amount of Three Million Doilars ($3,000,000) combined single limit policy naming the Agency
<br />and thc City, and their governing bodies, officers, members, agents, attorneys and employees as
<br />co-insureds, which coverage shall be primary insurance and not contributing with any other
<br />insurance maintained by the Agency. Such policy shall include broad form contractual liability
<br />coverage to the extent such coverage is provided subject to standard exclusions, for Developer's
<br />indemnification agreement set forth in this section. Developer shall also furnish or cause to be
<br />furnished to the Agency and the City evidence satisfactory to the Agency and the City that any
<br />contractor with whom it has contracted for the performance of work on the Project Site carries
<br />workers' compensation insurance as required by law. Developer also agrees that before its prime
<br />contractors commence work on the Project Site, such contractors shall furnish the Agency and
<br />thc City proof of insurance coverage naming such public agency, its officers, members, agents
<br />and employees as co-insureds, under a policy or policies of insurance containing coverage of
<br />such risks and in such amounts as are standard for public works contracts of the nature and scope
<br />to be constructed on the Project Site. All insurance required to be carried or maintained
<br />hereunder by Developer may be provided as part of a blanket or umbrella coverage policy or
<br />policies carried by Developer or by a member of the limited liability company constituting
<br />Developer.
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<br /> Subsequent to the Election to Fund and in addition to the insurance requirements of this
<br />Section 506, Developer shall assume and be responsible for, and shall defend, indemnify and
<br />save harmless, the Indemnitces from and against any and all claims, demands, liability, loss or
<br />costs, including reasonable attorneys' fees and court costs, for injuries to, or the death of, any
<br />person or persons, or damages to property, including property of the Agency and/or the City,
<br />which may arise out of or in any manner be connected with Developer's performance of thc work
<br />to bc performed by Developer subsequent to the Election to Fund pursuant to this Agreement,
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<br />DOCSSFl:495065.9
<br />9975-5 NWN
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