6200 12TH DR SE 2020-10-22 - Laserfiche WebLink

201803290406.012 representation or warranty, express or implied, as to the adequacy of the design or any obligation on the City to unsure that work or materials are in compliance with the Approved Plans and Specs or Material Modifications or any building requirements imposed by a Governmental Authority The City is under no obligation or duty, and disclaims any responsibility,to pay for the cost of construction of the Improvements,the cost of which shall at all times remain the sole liability of Developer 6.4 Indemnification of City 6 4 1 Developer shall indemnify, defend and hold the City and its officers, employees, and agents harmless from and against all claim, liability, loss, damage,cost, or expense (including reasonable attorneys' fees,court costs, and amounts paid in settlements and judgment) incurred in connection with Developer's predevelopment activity with respect to the Property before purchase thereof or Developer's ownership of the Property or the construction of the Project and Improvements or the payment of wages in connection with such construction, including without limitation any act or omission of Developer or its members, agents, employees, representatives, contractors, subcontractors, successors, assigns or invitees, arising from or relating to the Property or the Project or the Improvements The City shall not be entitled to such indemnification to the extent that such claim, liability,loss,damage,cost or expense is caused by the negligence or willful misconduct of the City This indemnification shall survive termination of this Covenant Promptly following receipt of notice,the City shall give Developer written notice of any claim for which Developer has indemnified'it hereunder, and Developer shall thereafter vigorously defend such claim, at its sole cost,on behalf of the City Failure to give prompt notice to Developer shall not constitute a bar to the indemnification hereunder unless such delay has prejudiced Developer in the defense of such claim If Developer is required to defend any action or proceeding pursuant to this Section to which action or proceeding the City is made a party,the City shall be entitled to appear, defend or otherwise take part in the matter involved, at its election, by counsel of its own choosing, and to the extent the City is indemnified under this section, Developer shall bear the cost of the City's defense, including reasonable attorneys' fees and costs No settlement of any non-monetary claim shall be made without the City's written approval, not to be unreasonably withheld 6 5 Permits Except as otherwise expressly provided in the Disposition Agreement and the other agreements and instruments delivered at Closing thereunder (including this Covenant), Developer acknowledges that the City has made no representation or warranty with respect to Developer's ability to obtain any permit or approval, or to meet any other requirements for development of the Property or Project /a132