CC PACKET 07271993 - Laserfiche WebLink

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Certificate of Completion as conclusive evidence of satisfaction and termination of the agreements and covenants of this Agreement with respect to the obligations of Redeveloper to complete the Project. The furnishing by the HRA of the Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of Redeveloper to any Mortgagee. (b) If the HRA shall refuse or fail to provide the Certificate of Completion, the HRA shall, within 15 days after the Redeveloper provides the architect's certificate referenced in Section 4.3(a), provide Redeveloper with a written statement specifying in what respects Redeveloper has failed to complete the Project in accordance with this Agreement, or is otherwise in default, and what measures or acts will be necessary, in the opinion of the HRA, for Redeveloper to obtain the Certificate of Completion. ARTICLE 5 Defense of Claims; Insurance; Condemnation Section 5.1 Defense of Claims. Redeveloper shall indemnify and hold harmless the HRA and the City and their respective officers, employees and agents for any loss, damages and expenses (including attorneys' fees) in connection with any claims or proceedings arising from damages or injuries received or sustained by any person or property by reason of any actions or omissions of Redeveloper or its contractors, agents, officers or employees or arising out of or relating to this i Agreement or the transactions contemplated by this Agreement, other than claims or proceedings arising from any negligent or unlawful acts or omissions of the HRA, the City or their contractors, agents, officers or employees. Promptly after receipt by the HRA or City of notice of the commencement of any action in respect of which indemnity may be sought against the Redeveloper under this Section 5.1, such person will notify the Redeveloper in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Redeveloper shall assume the defense of such action (including the employment of counsel, who shall be counsel satisfactory to the'HRA or City, as the case may be, and the payment of expenses) insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Redeveloper. The HRA or the City shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Redeveloper unless the employment of such counsel has been specifically authorized by the Redeveloper. The Redeveloper shall not be liable to indemnify any person for any settlement of any such action effected without its consent. The omission to notify the Redeveloper as herein provided will not relieve it from any liability which it may have to any indemnified party pursuant hereto, otherwise than under this section. -8-