11-24-2004 Council Agenda - Laserfiche WebLink

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(a) As to Parcel 1, all activities related to the construction of the Minimum Improvements, as such term is defined in the Development Agreement, on Parcel 1, including but not limited to: construction staging; conducting any tests and inspections as Developer may deem necessary or advisable, including soil tests, environmental audits, architectural and engineering surveys, and contractor inspections; grading; site preparation; installation of utilities; and constructing buildings and other improvements. (b) As to Parcel 2, all activities related to the construction of the Minimum Improvements on Parcel 1, including but not limited to: construction staging and storage of materials. Developer shall be responsible for any and all costs related to the Permitted Activities conducted on the Property. Developer agrees that Developer is proceeding with the Permitted Activities at Developer's risk without reimbursement or compensation from the EDA, unless otherwise provided in any development agreement that may be entered into between Developer and the EDA. The EDA agrees that the Developer Authorized Parties may enter upon the Property to perform the .Permitted Activities upon execution of this Agreement and may have access to the Property for such purposes under this Agreement through the earlier of (i) the date of the conveyance of Parcel 1 from the EDA to Developer or May 31, 2005, for Parcel 1, and through the date of completion of the Minimum Improvements on Parcel I, for Parcel 2. 3. Release, Defense and Indemnification Covenants. Developer releases the EDA and its council members, officers, agents, servants and employees (collectively, the "EDA Parties ") from any claims for loss or damage to property or any injury to or death of any person arising out of or relating to Developer's presence on the Property pursuant to this Agreement, except for liability, cost or expenses arising out of the EDA Parties' negligence or intentional misconduct. Developer agrees to defend the EDA Parties from and against any claims including, but not limited to, claims for loss or damage to property, claims for any injury to or death of any person, mechanic's lien claims or claims or enforcement actions under any environmental statute, law or regulation, arising out of or relating to Developer's or Developer's agents' or employees' presence on the Property pursuant to this Agreement, except for liability, cost or expenses arising out of the EDA Parties' negligence or intentional misconduct. Developer agrees to indemnify the EDA Parties from any liability, cost or expense arising out of or relating to Developer's presence on the Property pursuant to the terms of this Agreement, except for liability, cost or expenses arising out of the EDA Parties' negligence or intentional misconduct. 4. Liens. Developer shall not permit any mechanics', materialmen's or other liens to stand against the Property or any larger parcel of which the Property is a part thereof for work or materials furnished to Developer in connection with the right of entry granted pursuant to this Agreement, and Developer agrees to indemnify, defend and hold harmless the EDA Parties from and against the same. 5. Insurance. Developer must provide the EDA with a certificate of insurance evidencing that Developer has obtained and is maintaining occurrence -based comprehensive general liability insurance (including contractual liability insurance) insuring against claims for 8