|
Section 6. Disclaimer of Liability, Indemnity.
<br /> 6.1 Preparation of Site; Utilities. Except as otherwise provided in the City-Developer
<br /> Agreements, City shall not be responsible for any demolition or site preparation in connection
<br /> with the Project or any existing Improvements on the Property. The City makes no
<br /> representations as to the availability or suitability of utility connections to the Property.
<br /> Developer shall make arrangements for utility services directly with utility service providers.
<br /> Any costs of installation, connection, relocating or upgrading shall be paid by Developer,
<br /> including but not limited to, water, sanitary sewer and storm and sewer mains, streetlights,
<br /> electric utilities, and fire hydrants.
<br /> 6.2 AS IS. Except as otherwise expressly provided in the Purchase Agreement and
<br /> the other agreements and instruments delivered at Closing thereunder (including this Covenant),
<br /> City makes no warranties or representations as to the suitability of the soil conditions or any
<br /> other conditions of the Property or structures thereon for any improvements to be constructed by
<br /> Developer, and Developer warrants that it has not relied on representations or warranties, if any,
<br /> made by City as to the physical or environmental condition of the Property or the structures
<br /> thereon for any improvements to be constructed by the Developer.
<br /> 6.3 Approvals. Approval by the City of the Approved Plans and Specs, any Material
<br /> Modification or any other item pursuant to the Purchase Agreement, this Covenant or any other
<br /> City-Developer Agreement shall not constitute a representation or warranty by the City that such
<br /> item complies with Legal Requirements and the City assumes no liability with respect thereto.
<br /> Notwithstanding any provision of this Covenant to the contrary, the City is under no obligation
<br /> or duty to supervise the design or construction of the Improvements, including the Project. The
<br /> City's approval of the Approved Plans and Specs or Material Modifications shall not constitute
<br /> any representation or warranty, express or implied, as to the adequacy of the design or any
<br /> obligation on the City to insure that work or materials are in compliance with the Approved
<br /> Plans and Specs or Material Modifications or any building,requirements imposed by a
<br /> Governmental Authority. The City is under no obligation or duty, and disclaims any
<br /> responsibility, to pay for the cost of construction of the Improvements, the cost of which shall at
<br /> all times remain the sole liability of Developer.
<br /> 6.4 Indemnification of City.
<br /> 6.4.1 Developer shall indemnify, defend and hold the City and its officers,
<br /> employees, and agents harmless from and against all claim, liability, loss, damage, cost, or
<br /> expense (including reasonable attorneys' fees, court costs, and amounts paid in settlements and
<br /> judgment) incurred in connection with Developer's predevelopment activity with respect to the
<br /> Property before purchase thereof or Developer's ownership of the Property or the construction of
<br /> the Project and Improvements or the payment of wages in connection with such construction,
<br /> including without limitation any act or omission of Developer or its members, agents,
<br /> employees, representatives, contractors, subcontractors, successors, assigns or invitees, arising
<br /> from or relating to the Property or the Project or the Improvements. The City shall not be
<br /> entitled to such indemnification to the extent that such claim, liability, loss, damage, cost or
<br /> expense is caused by the negligence or willful misconduct of the City. This indemnification
<br /> shall survive termination of this Covenant.
<br /> -12-
<br /> 51083924.1
<br />
|