RDA Agmt 2001 Lavery California Dealership Properties No. 1 LLC

Home

of the Agency pertaining to its obligations under this Agreement. Said rights of inspection shall terminate upon the issuance of the Certificate of Completion with respect to the Agency's inspection of Developer's books, records, and documentation. Nothing in this Section, however, shall permit the inspection or copying of documents which are privileged, including but not limited to the attorney-client privilege and a privilege for proprietary information. 3.06 Provision Not Merged With Deeds. None of the provisions of this Agreement are intended to or shall be merged by any Grant Deed transferring title to the real property which is the subject of this Agreement from Agency to Developer or any successor in interest, and any such Grant Deed shall not be deemed to affect or impair the provisions and covenants of this Agreement. 3.07 Indemnity by Developer. (a) Except as provided in Section 3.07(c) below, Developer shall defend, indemnify, and hold harmless the Agency for any claim against the Agency of any nature whatsoever arising out of or in connection with Developer's purported acts or omissions on or about, or Developer's occupancy or use of, the Property except to the extent any such claim arises out of or in connection with the Agency's purported acts or omissions on, about, orwith respect to the Property or the Agency's performance or non-performance under, or with respect, to this Agreement. If any such claim is attributable to an action or omission of Developer's construction contractor, such contractor shall also defend, indemnify and hold harmless the Agency against such claim arising out of or in connection with Developer's construction contractor's purported acts or omissions on or about, or Developer's construction contractor's occupancy or use of, the Property or Developer's construction contractor's performance or non-performance under, or with respect to, this Agreement, except to the extent any such claim arises out of or in connection with the Agency's purported acts or omissions on, about or with respect to the Property or the Agency's performance or non-performance under or with respect to this Agreement. (b) Upon knowledge of any such claim, the Agency shall notify the Developer, if applicable, and its construction contractor of such claim in writing. Upon receipt of such written notice, Developer, and, if applicable, its construction contractor, shall defend at their own expense any suit based on such claim. Such defense shall include provision of separate and independent counsel for the Agency where such counsel is required by the California Code of Professional Conduct, or by common law conflict of interest principles. The Agency shall have the right to choose such independent counsel. If any judgment or claims against the Agency shall be allowed, the Developer and, if applicable, its construction contractor, shall pay or satisfy such judgment or claim and pay all costs and expenses in connection therewith. Disposition and Development Page 28 of 32 Agreement (Lavery California Dealership Properties No. 1 LLC)