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hereof. The County acknowledges that a certificate hereunder may be relied upon by Recognized
<br /> Assignees and other persons having an interest in the Property, including Mortgagees having the
<br /> status of Recognized Assignees.
<br /> SECTION 6. HOLD HARMLESS AGREEMENTANDEMNITY; INSURANCE.
<br /> 6.1. Hold Harmless AQreement/Indemnity
<br /> 6.1.1. Scope; Developer. Developer shall defend,indemnify and hold
<br /> harmless County, its elective and appointive boards, commissions, officers, employees, and
<br /> agents from all liabilities, claims, actions, liens,judgments, demands, damages, losses and
<br /> expenses of any kind arising from death,personal injury, property damage or other cause based
<br /> or asserted upon any act or omission connected with or arising from Developer's operations
<br /> under this Agreement and/or Developer's operations under the Development Documents. As
<br /> part of this indemnity, Developer shall protect and defend, at its own expense, County, its
<br /> elective and appointive boards, commissions, officers, employees, and agents from any
<br /> proceeding based upon such act or omission.
<br /> 6.1.2 Furthermore, Developer agrees to defend, indemnify and hold harmless County,
<br /> its elective and appointive boards,commissions, officers, employees, agents and independent
<br /> contractors from every claim or demand made, and every liability, loss,damage, expense,
<br /> attorneys' fees and costs, of any nature whatsoever, which may be incurred by reason of:
<br /> 6.1.2.1 Liability for damages for(1)death or bodily injury to persons; (2)injury
<br /> to, loss or theft of property; (3) any failure or alleged failure to comply with provisions of this
<br /> Agreement; or(4) any other loss, damage or expense, sustained by any person, firm or
<br /> corporation or in connection with or arising out of Developer's operations under this Agreement
<br /> and/or Developer's operations under the Development Documents except for liability resulting
<br /> from the sole negligence, or willful misconduct of County, its elective and appointive boards,
<br /> commissions,officers, employees, agents, or independent contractors who are directly employed
<br /> by County.
<br /> 6.1.2.2 Any loss, injury to or death of persons or damage to property caused by
<br /> any act,neglect,default or omission of Developer or any person, firm or corporation employed
<br /> by Developer, either directly or by independent contract, including all damages due to loss or
<br /> theft, sustained by any person, firm or corporation, including County, arising out of or in any
<br /> way connected with Developer's operations under this Agreement and/or Developer's operations
<br /> under the Development Documents, whether said injury or damage occurs either on or off
<br /> County property, but not for any loss, injury, death or damages caused by the sole negligence of
<br /> the County.
<br /> 6.1.2.3. Any dispute between Developer and Developer's Contractors, agents and
<br /> employees.
<br /> W02-SF:FPD\61481145.2 -48-
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