|
7.7 Forms of Covenants and Restrictions.
<br /> Certain of the covenants, uses and restrictions referred to in this Article IIX shall
<br /> substantially be in the form of the Declaration of Covenants, Uses and Restrictions
<br /> attached hereto and made a part hereof as Exhibit 3 which shall be executed and recorded
<br /> with the Macon County Recorder of Deeds on or before the date that the Redeveloper
<br /> commences construction of the Project or any phase thereof.
<br /> ARTICLE VIII: INDEMNIFICATION
<br /> 8.1 Redeveloper Indemnification of the City.
<br /> So long as the Redeveloper maintains a direct interest in the Project or Project Site or any
<br /> part thereof(excluding, for example, an interest therein solely as a creditor or mortgagee)
<br /> and notwithstanding anything to the contrary in this Agreement, the Redeveloper agrees
<br /> to indemnify, defend and save the City, its officers, employees, Council members,
<br /> Mayor, agents and representatives and each of their successors and assigns harmless from
<br /> and against any and all claims, liabilities, demands, suits, administrative proceedings,
<br /> causes of action, costs, damages, personal injuries and property damages, losses,
<br /> attorneys fees and costs of litigation and other expenses, both known and unknown,
<br /> present and future, at law or in equity by or on behalf of any person, firm or corporation
<br /> arising from (i) the Redeveloper's operation or management of the Project, or from any
<br /> work or thing done by the Redeveloper on the Project Site, or any work or activity of the
<br /> Redeveloper connected to the construction of the Project; (ii) any breach or default on the
<br /> part of the Redeveloper in the performance of any of its obligations, terms, conditions,
<br /> representations or warranties under or in respect of this Agreement; (iii) any act of
<br /> negligence or willful or wanton misconduct of the Redeveloper or any of its agents,
<br /> contractors, servants or employees; (iv) any violation by the Redeveloper of any
<br /> easements, conditions, restrictions, building regulations, zoning ordinances,
<br /> environmental regulations or land use regulations affecting the Project Site or the Project;
<br /> (v) any violation of Applicable Law or (vi) any violation by the Redeveloper of state or
<br /> federal securities law in connection with the offer and sale of interests in the
<br /> Redeveloper, its affiliates or any part of the Project. The Redeveloper agrees to
<br /> indemnify and save the City harmless from and against all costs and expenses incurred in
<br /> or in connection with any such claim arising as aforesaid or in connection with any action
<br /> or proceeding brought thereon. In case any such claim shall be made or action brought
<br /> based upon any such claim in respect of which indemnity may be sought against the
<br /> Redeveloper, upon receipt of notice in writing from the City setting forth the particulars
<br /> of such claim or action, the Redeveloper shall assume the defense thereof including the
<br /> employment of counsel and the payment of all costs and expenses. The City shall have
<br /> the right to employ separate counsel in any such action and to participate in the defense
<br /> thereof, but the fees and expenses of such counsel shall be at the expense of the City. It
<br /> is agreed and understood that the aforesaid indemnities in this Article X shall be binding
<br /> on the Redeveloper only for such period as the Redeveloper maintains a direct interest in
<br /> the Project or Project Site or part thereof (excluding, for example, an interest therein
<br /> solely as a creditor or mortgagee), and only with respect to such direct interest in the
<br /> Project or Project Site or part thereof. Provided, notwithstanding the foregoing, the
<br /> Redeveloper shall not be liable to indemnify and hold the City harmless from any portion
<br /> of any such loss, liability, cost or expense which results from the negligence or wiliful
<br /> misconduct of the City, its officials, agents, or employees.
<br /> City of Decatur/PACE HOSPITALITY LLC 12
<br />
|