|
i
<br /> I
<br /> I
<br /> actions with respect to the Property during the time Owner owns the Property, including the
<br /> activities contemplated or encompassed under this Agreement. Manager agrees to carry
<br /> workers compensation coverage, errors and omissions coverage, and general liability insurance
<br /> coverage. Both parties agree,from time to time upon request,to provide to the other evidence
<br /> of such coverage by means of a certificate of insurance.
<br /> Manager shall indemnify, defend and hold harmless Owner, and Owner's mayor, city council,
<br /> administration, staff, employees and agents, from and against any and all third party claims,
<br /> costs,expenses, damages, losses, actions or liabilities (including reasonable attorney's fees and
<br /> expenses actually incurred), whether the foregoing are based in contract, negligence, or in any
<br /> other legal theory, in connection with the Property, and Owner's activities encompassed or
<br /> contemplated under this Agreement(Including, without limitation, injury to or death of persons
<br /> and/or property or public resources)to the extent that any such loss or damage is related to the
<br /> gross negligence or willful misconduct of Manager, or Manager breaching this Agreement.
<br /> Notwithstanding the foregoing, Manager shall have no such duty to indemnify, defend or hold
<br /> harmless Owner to the extent that any such loss or damage is related to (1) negligence of
<br /> Manager or Owner covered by the insurance that Owner is required to maintain in accordance
<br /> with this Agreement,or(2)the gross negligence or willful misconduct of Owner,or(3)any claim
<br /> or action with respect to which Owner is required to indemnify, defend and hold harmless
<br /> Manager,as described in Section 4 hereof.
<br /> 5. Except as expressly stipulated in this Agreement, Manager shall have no right to incur any
<br /> liability on behalf of Owner or to bind Owner by a contract or obligation. Owner shall not rely
<br /> on Manager for legal or tax advice with regard to any transaction entered into by Owner and
<br /> Owner shall seek independent advice and counsel at Owner's discretion prior to entering into
<br /> any agreement resulting from this Agreement. Any agreements such as sub-contractor
<br /> agreements or vendor agreements,which Manager enters into on behalf of Owner,shall first be
<br /> approved by Owner.
<br /> 6. Notwithstanding Paragraph 2 hereof,this Agreement may be terminated by Owner or Manager
<br /> with cause with seven (7) days prior written notice and without cause by Owner or Manager
<br /> provided that the terminating party shall give the other party sixty(60)days prior written notice
<br /> of termination of this Agreement. Termination of this Agreement shall not affect any
<br /> management fees or other rights accrued prior to the termination date. Notwithstanding the
<br /> foregoing, in the event Owner sells the Property, Owner shall have the right to terminate this
<br /> Agreement by giving written notice to Manager no less than (30) days prior to the date of
<br /> closing of such sale.
<br /> For purposes hereof, the term "Cause" shall mean: (a) Manager has been grossly negligent in
<br /> the management, operation, maintenance or servicing of the Property or has otherwise
<br /> defaulted in the performance of its obligations hereunder;or(b) a receiver,liquidator or trustee
<br /> of Manager shall be appointed by court order, or a petition to liquidate or reorganize Manager
<br /> shall be filed against Manager under any bankruptcy, reorganization,or insolvency law,and such
<br /> order or petition is not vacated or dismissed within sixty (60) days, or Manager shall file a
<br /> petition in bankruptcy or request reorganization under any provision of the bankruptcy,
<br /> reorganization or insolvency laws, or if Manager shall make an assignment for the benefit of its
<br /> creditors,or if Manager is adjudicated as bankrupt;or(c)there is damage or destruction to all or
<br /> a substantial portion of the Property that Owner elects not to rebuild or restore or there is a
<br /> taking by condemnation,or similar proceeding,of a substantial portion of the Property.
<br /> 4
<br />
|