|
its agents, employees, servants, contractors and subcontractors during the performance
<br /> of this Loan Agreement. Nothing in this Loan Agreement shall be construed to render the
<br /> parties partners or joint venturers.
<br /> B. Hold Harmless and Indemnification
<br /> The Agency agrees that it is subject to audit and recovery for any audit exception which
<br /> occurs due to its negligence or failure to comply with the terms of this Agreement. The
<br /> Agency further agrees to protect, save harmless, indemnify, and defend, all at its own
<br /> expense, the City, its elected and appointed officials, officers, employees, and agents,
<br /> from any loss or claim for damages of any nature whatsoever, arising out of the
<br /> performance of this Loan Agreement by the Agency, its officers, employees, agents or
<br /> subcontractors, including claims by the Agency's employees or third parties and including
<br /> litigation costs and reasonable attorneys' fees, except for those damages solely caused
<br /> by the negligence or willful misconduct of the City, its elected or appointed officials,
<br /> officers, employees, or agents.
<br /> C. Recording of Documents
<br /> The Deed of Trust (Exhibit D), the Use Restriction Covenant Agreement (Exhibit E), and
<br /> a Priority and Subordination Agreement in a form acceptable to the City, shall be
<br /> acknowledged by each of the parties thereto and shall be recorded, at the expense of the
<br /> Agency, and in the name of the Agency, in the official records of the county in which the
<br /> Project is situated.
<br /> D. Rights in Data
<br /> The City may duplicate, use, and disclose in any manner and for any purposes
<br /> whatsoever, and have others so do, all data delivered under this Loan Agreement. The
<br /> Agency hereby grants to the City a royalty-free, nonexclusive, and irrevocable license to
<br /> publish, translate, reproduce, deliver, perform, dispose of, and to authorize others so to
<br /> do, all data now or hereafter covered by copyright, PROVIDED, that with respect to data
<br /> not originated in the performance of this Loan Agreement, such license shall be only to
<br /> the extent that the Agency has the right to grant such license without becoming liable to
<br /> pay compensation to others because of such grant. The Agency shall exert all reasonable
<br /> effort to advise the City, at the time of delivery of data furnished under this Loan
<br /> Agreement, of all invasions of right of privacy contained therein and of all portions of such
<br /> data copied from work not composed or produced in the performance of this Loan
<br /> Agreement and not licensed under this clause. The Agency shall report to the City
<br /> promptly, and in written detail, each notice of claim of copyright infringement received by
<br /> the Agency with respect to all data delivered under this Loan Agreement. The Agency
<br /> shall not affix any restrictive markings upon any data, and if such markings are affixed, the
<br /> City shall have the right at any time to modify, remove, obliterate, or ignore such markings.
<br /> E. Evaluation
<br /> The Agency agrees to participate with the City in any evaluation or audit of the Project
<br /> conducted by the City or HUD, and to make available all information in its possession
<br /> relevant to such evaluation or audit.
<br /> F. Severability
<br /> Loan Agreement
<br /> Cocoon House
<br /> Page 43 of 51
<br />
|