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FROM GRAY PLANT MOOTY MOOTY & BENNETT (#3) (FRI) 7. 9' 99 9.40/ST. 9:28/NO. 4261218754 P 26
<br /> Section 7.3 Release and Indemnification Covenants.
<br /> •
<br /> (a) Except for any willful misrepresentation, any willful or wanton misconduct, or
<br /> any negligent actions of the following named parties, the Redeveloper agrees to protect and
<br /> defend the Authority and the governing body members, officers, agents, servants and employees
<br /> thereof, now or forever, and further agrees to hold the aforesaid harmless from any claim,
<br /> demand, suit, action or other proceeding whatsoever by any person or entity whatsoever arising
<br /> or purportedly arising from this Agreement, or the transactions contemplated hereby, or the
<br /> acquisition,construction,installation, ownership,and operation of the Minimum Improvements.
<br /> (b) The Authority, and the governing body members, officers, agents, servants and
<br /> employees thereof, shall not be liable for any damage or injury to the persons or property of the
<br /> Redeveloper,or its officers, agents, servants or employees, or any other person who may be on or
<br /> about the Redevelopment Property or Minimum Improvements due to any act of negligence of
<br /> any person other than the Authority or its governing body members, officers, agents, servants
<br /> and employees.
<br /> (c) All covenants, stipulations,promises,agreements and obligations of the Authority
<br /> contained herein shall be deemed to be the covenants, stipulations, promises, agreements and
<br /> obligations of the Authority, and not of any governing body member, officer, agent, servant or
<br /> employee of the Authority in the individual capacity thereof.
<br /> • (d) This Agreement shall not create and shall not construed to create any partnership,
<br /> joint venture,agency or employment relationship between the Authority and the Redeveloper.
<br /> ARTICLE VIII.
<br /> Events of Default
<br /> Section 8.1 Events of Default Defined. The term "Event of Default" shall mean,
<br /> whenever it is used in this Agreement (unless the context otherwise provides), subject to
<br /> Unavoidable Delays, any failure by Redeveloper to substantially observe or perform any
<br /> covenant, condition, obligation or agreement on its part to be observed or performed under this
<br /> Agreement and the Shopping Center PUD Agreement, the Shopping Center Developer
<br /> Agreement, the Business Park Developer Agreement or the Job Performance Agreement,
<br /> including,but not limited to the following:
<br /> (a) Failure to commence and complete construction of the Initial Improvements and
<br /> the Minimum Improvements pursuant to the terms, conditions and limitations of this Agreement,
<br /> including the Development Schedule set forth in Section 3.2(i)of this Agreement.
<br /> (b) Failure in the timely payment of any real property taxes or special assessments
<br /> assessed against or with respect to the Shopping Center Property or the Business Park Property.
<br /> The remedies for failure to pay real property taxes and special assessments shall be limited to
<br /> • those remedies set forth in Section 8.2(a)and (b)of this Agreement.
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