|
Developer or its officers, agents, independent contractors or employees or any other person who may be
<br /> about the Development Property or Development Project due to any act of negligence of any person,
<br /> except as such may be caused by the intentional misconduct, gross negligence, or acts or omissions of the
<br /> Municipality, its Governing Body, officials, agents, employees, or independent contractors that are
<br /> contrary to the provisions of this Agreement.
<br /> 5.14.4 All covenants, stipulations, promises, agreements and obligations of the
<br /> Municipality contained herein shall be deemed to be the covenants, stipulations, promises, agreements
<br /> and obligations of the Municipality and not of any of its Governing Body, officials, agents, employees or
<br /> independent contractors in their individual capacities.
<br /> 5.14.5 No member of the Governing Body, officials, agents, employees or independent
<br /> contractors of the Municipality shall be personally liable to the Developer (i) in the event of a default or
<br /> breach by any party under this Agreement, or (u) for any amount which may become due to any party
<br /> under the terms of this Agreement.
<br /> 5.14.6 Notwithstanding anything herein to the contrary, the Municipality shall not be
<br /> liable to the Developer for damages of any kind or nature whatsoever arising in any way from this
<br /> Agreement, or any other obligation or agreement made in connection therewith or from any breach
<br /> thereof, or arising from a declaration by a final judgment by a court of competent jurisdiction that all or
<br /> any portion of the Act is unconstitutional or that any ordinance of the Municipality adopted in connection
<br /> with this Agreement, the Redevelopment Plan or the TIF Act is invalid or unconstitutional in whole or in
<br /> part; provided that nothing in this paragraph shall limit actions by the Developer seeking specific
<br /> performance of relevant contracts.
<br /> 5.14.7 The Developer agrees to indemnify, defend and hold harmless the Municipality,
<br /> its Governing Body, officials, agents, employees and independent contractors, from and against any and
<br /> all suits, claims and cost of attorneys' fees, resulting from, arising out of, or in any way connected with(i)
<br /> this Agreement (except contractual agreements or covenants undertaken by the Municipality outside of
<br /> this Agreement or tax increment revenue obligations issued by the Municipality not authorized by this
<br /> Agreement, (ii) the construction of the Development Project, and (iii) the negligence or willful
<br /> misconduct of the Developer, its officials, agents, employees or independent contractors in connection
<br /> with the management, development, redevelopment and construction of the Development Project, except
<br /> as such may be caused by the intentional conduct, gross negligence, negligence or breach of this
<br /> Agreement by the Municipality, its Governing Body, officials, agents, employees or independent
<br /> contractors.
<br /> 5.14.8 To the extent permitted by law, the Developer agrees to indemnify, defend, and
<br /> hold harmless the Municipality, its Governing Body, officials, agents, employees and independent
<br /> contractors, from and against any and all claims, demands, costs, liabilities, damages or expenses,
<br /> including attorneys' and consultants' fees, investigation and laboratory fees, court costs and litigation
<br /> expenses, arising from: (i) any release or threat of a release, actual or alleged, of ariy hazardous
<br /> substances, upon or about the Development Property or respecting any products or materials previously,
<br /> now or thereafter located upon, delivered to or in transit to or from the Development Property regardless
<br /> of whether such release or threat of release or alleged release or threat of release has occurred prior to the
<br /> date hereof or hereafter occurs and regardless of whether such release occurs as a result of any act,
<br /> omission, negligence or misconduct of the Municipality or any third party or otherwise; (ii) (A) any
<br /> violation now existing (actual or alleged) of, or any other liability under or in connection with, any
<br /> environmental laws relating to or affecting the Development Property, or (B) any now existing or
<br /> 17 I
<br />
|