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⦁ District Indemnity. District is responsible for carrying out the Transit
<br />Obligations using AHSC grant proceeds in accordance with the AHSC Documents,
<br />including, but not limited to, any disbursement deadlines contained therein. District shall
<br />indemnify, defend, and hold harmless Developer and City, and its elected and appointed
<br />officials, affiliates, directors, officers, partners, members, agents and employees (each, an
<br />“Developer Indemnified Party” and "City Indemnified Party") against any and all claims,
<br />actions, demands, suits, causes of action, losses, liabilities, injuries, costs, damages, or
<br />expenses (collectively, “Claims”), including, without limitation, any direct, indirect or
<br />consequential loss, liability, damage, or expense, court costs and attorneys’ fees, arising
<br />out of or in connection with the District’s performance of or failure to perform its
<br />obligations to complete the Transit Obligations, in the manner and within the time
<br />periods set forth in the AHSC Documents, including any claims, losses or liabilities
<br />caused by said failure to perform that results in a default under the AHSC Loan.
<br />However, in no event shall the Developer Indemnified Party or the City Indemnified Party
<br />be indemnified hereunder for any Claims to the extent said Claims result from such
<br />party’s gross negligence or willful misconduct. District agrees to pay all of the Developer
<br />Indemnified Party’s and the City Indemnified Party's costs and expenses, including but
<br />not limited to reasonable attorneys’ fees, which may be incurred in any effort to enforce
<br />any term of this Agreement, caused by a District breach of the Agreement, including, but
<br />not limited to, all such costs and expenses which may be incurred by any Developer
<br />Indemnified Party and the City Indemnified Party in any legal action, mediation, or
<br />arbitration proceeding brought by HCD or other third party.
<br />⦁ Developer Indemnity. Developer is responsible for carrying out the Developer
<br />Obligations using AHSC Financing in accordance with the AHSC Documents, including,
<br />but not limited to, any disbursement deadlines contained. Developer shall indemnify,
<br />defend, protect, and hold harmless the District and its affiliates, directors, officers,
<br />partners, members, agents and employees (each, an “District Indemnified Party”) and the
<br />City Indemnified Party against any and all Claims, including, without limitation, any
<br />direct, indirect or consequential loss, liability, damage, or expense, court costs and
<br />attorneys’ fees, arising out of or in connection with Developer’s performance of or failure
<br />to perform its Developer Obligations to complete construction and development of the
<br />Housing Development, in the manner and within the time periods, and to otherwise
<br />perform any covenants, set forth in the AHSC Documents including any claims, losses or
<br />liabilities caused by said failure to perform that results in a default under the AHSC Loan.
<br />However, in no event shall the District Indemnified Party or the City Indemnified Party
<br />be indemnified hereunder for any Claims to the extent said Claims result from such
<br />party’s gross negligence or willful misconduct. Developer agrees to pay all of the costs
<br />and expenses of the District Indemnified Party and the City Indemnified Party, including
<br />but not limited to reasonable attorneys’ fees, which may be incurred in any effort to
<br />enforce any term of this Agreement, caused by a Developer breach of the Agreement,
<br />including, but not limited to, all such costs and expenses which may be incurred by any
<br />District Indemnified Party and City Indemnifed Party in any legal action, mediation, or
<br />arbitration proceeding brought by HCD or other third party.
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