|
<br />{00149157 12} 24.
<br />harmless for any breach of the foregoing covenants. Notwithstanding anything to the contrary
<br />contained herein, (i) Owner consents to the terms of this Agreement and the recording thereof
<br />against the Owner’s Property and (ii) Owner acknowledges and agrees that, in the event
<br />Developer fails to or elects not to exercise the option to acquire any portion of the Owner’s
<br />Property in accordance with the terms of the Developer Option Agreement (the “Developer
<br />Option”) and, as a result, the option granted to Developer therein shall expire, lapse or otherwise
<br />terminate, the further development of the portion of the Owner’s Property as to which the
<br />Developer Option has terminated shall be governed by the terms hereof. In the event either
<br />Owner or a successor developer shall desire to develop any portion of the Owner’s Property,
<br />such party shall, as a condition to the issuance of any further permit, consent or approval from
<br />the City for or relating to the development of the Owner’s Property or the construction of homes
<br />thereon, assume, pursuant to an assumption agreement acceptable to the City in its reasonable
<br />discretion, the obligations of Developer hereunder with respect to the portion of the Owner’s
<br />Property as to which the Developer Option has terminated, including without limitation the
<br />posting of all security required hereunder, prorated equitably based on the portion of the Owner’s
<br />Property then proposed to be developed.
<br />
<br />13.3 Representatives Not Individually Liable; Indemnification
<br />
<br />The City and its officers, agents, servants and employees shall not be liable for any
<br />damage or injury to the Developer, or its successors, transferees, or assigns, or its officers,
<br />agents, servants or employees, or the Property, due to any act of negligence by any person other
<br />than the officers, agents, servants and employees of the City. No officer, agent or employee of
<br />the City shall be personally liable to the Developer, or any successor in interest, in the event of
<br />any default or breach by the City on any obligation or term of this Master Agreement. Developer
<br />shall defend, indemnify, and hold the City and its officers, agents, and employees harmless from
<br />any and all claims, demands, suits, actions, attorney’s fees, or other proceedings arising or
<br />purportedly arising from Developer’s negligent or otherwise wrongful actions or inactions under
<br />the terms of this Agreement. Owner shall defend, indemnify, and hold the City and its officers,
<br />agents, and employees harmless from any and all claims, demands, suits, actions, or other
<br />proceedings arising or purportedly arising from Owner’s negligent or otherwise wrongful actions
<br />or inactions under the terms of this Agreement. Furthermore, the deeds and easements required
<br />to be escrowed hereunder shall convey the fee or easement, as the case may be, free and clear of
<br />any prior liens or encumbrances, and the Owner or Developer, as the case may be, shall defend,
<br />indemnify and hold the City harmless from any and all liens or encumbrances.
<br />
<br />The Developer and its successors, transferees or assigns, or its officers, agents, servants
<br />and employees shall not be liable for any injury to the City, its officers, agents, servants or
<br />employees, due to any act of negligence by any person other than the Developer, its successors,
<br />transferees or assigns or its officers, agents, servants and employees. No officer, agent, servant
<br />or employee of the Developer or Owner shall be personally liable to the City or its officers,
<br />agents, servants or employees in the event of any default or breach by the Developer or Owner of
<br />any obligation or term of this Master Agreement.
<br />
<br />13.4 Insurance
<br />
|