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D 0 A VUsel <br />loss or damage due to theft, other breaches of security, failures, or interruption&,r <br />other circumstances pertaining to activities within the Joint Maintenance Committee's control <br />unless the same is due to the willful misconduct or gross negligence of the Joint Maintenance <br />Committee, or recurring failure by the Joint Maintenance Committee after receipt of written <br />notice with respect to such failure to exercise reasonable care and diligence in the performance <br />of its obligations hereunder. Each member of the Joint Maintenance Committee shall be entitled <br />to indemnification by the Lessees against all expenses, judgments, fines, settlements and other <br />amounts actually and reasonably incurred in connection with any proceeding to which he may be <br />a party, or in which he may become involved, by reason of the fact that he was or is a member of <br />the Joint Maintenance Committee, provided such person acted in good faith and in a manner he <br />believed to be in the best interests of the Lessees. <br />4.2 Coordination of Joint Maintenance and Repair after Damage or Destruction. <br />(a) Maintenance Coordination. The Joint Maintenance Committee is <br />authorized to provide service to, and assure that, each Project -Serving Component is operated, <br />maintained, repaired, and replaced in a first-class condition, and otherwise in accordance with <br />the standards of this Declaration. Such authorization includes the right to inspect and monitor <br />each Lessee's Maintenance of Project -Serving Components located on their respective Lessee <br />Parcel, coordinate Maintenance among Lessees, and authorize contracts to perform any <br />Maintenance the Committee reasonably determines is not being properly performed. <br />(b) Damage or Destruction Repair Coordination. The Joint Maintenance <br />Committee is authorized to coordinate the repair or restoration activities necessitated by damage <br />or destruction affecting more than one Lessee Parcel, subject to the rights of the Lessees to not <br />rebuild pursuant to Section 5.5(b) below, and subject to the rights of Mortgagees. The Joint <br />Maintenance Committee shall have the right to authorize contracts to perform any repair or <br />restoration work the Joint Maintenance Committee reasonably determines is not being properly <br />performed. <br />(c) Contracting. The Family Parcel Lessee, as the agent of the Joint <br />Maintenance Committee, shall have the right to solicit bids, enter into contracts with third parties <br />on behalf of the Joint Maintenance Committee, and take all other steps reasonably necessary or <br />appropriate to perform the duties of the Joint Maintenance Committee (the "Contracting <br />Lessee"). The Lessees which are not the Contracting Lessee (the "Non -Contracting Lessees") <br />shall each indemnify, defend, and hold the Contracting Lessee harmless from all liability, <br />damage, cost, or expense incurred by such Contracting Lessee arising out of such actions except <br />to the extent due to the gross negligence or willful misconduct of the Contracting Lessee. If the <br />activities of the Joint Maintenance Committee are necessitated by a Lessee not performing its <br />required Maintenance, repair or restoration activities, the costs incurred by the Joint Maintenance <br />Committee to perform such activities shall be a Reimbursement Assessment charged pursuant to <br />Section 4.6 below. <br />4.3 Joint Expenses Budget. <br />(a) By August 1 of each year, the Joint Maintenance Committee shall meet to <br />discuss the Joint Expenses that the Lessees expect to be incurred in the following calendar year. <br />16 <br />