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<br />Section 6.4 Indemnification.
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<br />(a) The Borrower shall indemnify, defend and hold the City harmless against all
<br />claims made against it and expenses (including reasonable attorneys' fees) which arise out of or
<br />in connection with the development, construction, marketing and operation of the Project, except
<br />to the extent such claim arises from the negligence or willful misconduct of the City, its agents,
<br />and its employees. The provisions of this Section 6.4 shall survive the expiration of the Term
<br />and the reconveyance of the Deed of Trust.
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<br />(b) Borrower agrees to indemnify, protect, hold harmless and defend (by counsel
<br />reasonably satisfactory to City) City, its boardmembers, officers, and employees from and
<br />against all claims made against it and expenses (including, but not limited to, reasonable
<br />attorneys' fees) arising directly or indirectly, in whole or in part, out of: (1) the failure during the
<br />Term of Borrower or any employees, agents, contractors or subcontractors of the Borrower, other
<br />than any indemnitee, to comply with any Hazardous Materials Law relating in any way
<br />whatsoever to the handling, treatment, presence, removal, storage, decontamination, cleanup,
<br />transportation or disposal of Hazardous Materials into, on, under or from the Property; (2) any
<br />releases or discharges of any Hazardous Materials by Borrower or any employees, agents,
<br />contractors or subcontractors of the Borrower, other than any indemnitee, occurring during the
<br />Term into, on, under or from the Property, except for Hazardous Materials that existed in , on, or
<br />under the Property prior to the execution of this Agreement; (3) any activity carried on or
<br />undertaken on or off the Property during the Term by Borrower or any employees, agents,
<br />contractors or subcontractors of Borrower, in connection with the handling, treatment, removal,
<br />storage, decontamination, cleanup, transport or disposal of any Hazardous Materials at any time
<br />located or present on or under the Property. The provisions of this subsection shall survive
<br />expiration of the Term and the reconveyance of the Deed of Trust. Notwithstanding the
<br />foregoing, Borrower's duty to indemnify City under the provisions of this Section shall not
<br />include any claims arising from any acts, omissions or events occurring subsequent or prior to a
<br />Transfer. This indemnity obligation shall not extend to any claim arising from City's negligence
<br />or willful misconduct.
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<br />Section 6.S Non-Liability ofCitv Officials. Emplovees and Agents.
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<br />No member, official, employee or agent of the City shall be personally liable to Borrower
<br />in the event of any default or breach by the City or for any amount which may become due to
<br />Borrower or its successor or on any obligation under the terms of this Agreement.
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<br />Section 6.6 No Third Partv Beneficiaries.
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<br />There shall be no third party benefK:iaries to this Agreement.
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<br />Section 6.7 Discretion Retained Bv Citv.
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<br />The City's execution of this Agreement in no way limits the discretion of the City in the
<br />permit and approval process in connection with development of the Project.
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<br />Section 6.8 Notices. Demands and Communications.
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