West Orange Township_Fourth Round HEFSP_Final Draft

A. The Owner acknawledges and agrees that (i} the Agency has not heretofore and does not make any warranty or representation, cither express or implied, as to the value, condition, or fitness for particular purposes of the Project or any portions thercof or any other warranty or representation with respect thereto, (i) in no cvent shail the Agency or its agents or employees be liable or responsible for any incidental, indirect, special or consequential damages in connection with or arising eat of this Agreement or any of the ether Loan Documents or the development of the Project or the existence, functioning or use of the Project or any items or services provided for in this Agreement or the other Loan Documents; and (ii) during the term of this Agreement and the other Loan Documents and to the fullest extent permitted by law. the Owner shall indemnify, defend and hold the Agency harmless against. damage, claims, judgments or expenses of any and all kinds or nature and however arising. imposed by law. which the Owner and the Agency including reasonable aitomeys’ fees and costs. may sustain, be subject to, or be caused to incur by reason of any claim, suit or action based upon personal injury, death or damage to property, whether real, personal or mixed. or upon or arising out of contract entered into by the Owner, or arising out of the Owner's ownership of the Project or out of the construction, rehabilitation, operation or management of the Project. B. It is mutually agreed by the Owner and the Agency that the Agency and its directors, officers, agents. servants and employces shall not be liable for any action performed under this Agreement. and that the Owner shail hold them harmicss from any claim or suit of whatever nature. C. Any claims asserted against the Agency shall be subjicct to the New Jersey Contractual Liability Act, N.LS.A. 59:13-1, et seq. While this statute may not be applicable by its tenns to claims arising under contracts with the Agency, the Owner agrees that it shall be applicable to any clams arising under the Loan Documents. it is acknowledged by the parties that the Agency is a public entity covered by the provisions of the New Jersey Tort Claims Act, N.LS,A. 59:1-1, et seq. Section 43. Recording. This Agrecment shall be duly recorded in the Office of the Clerk for the county in which the Land is located within ten (10) days

ersey Tort Claims Act, N.LS,A. 59:1-1, et seq. Section 43. Recording. This Agrecment shall be duly recorded in the Office of the Clerk for the county in which the Land is located within ten (10) days following its execution. Section 44, Governing Law. This Agreement shall be governed by the laws of the State of New Jersey. The parties agree that any cause of action that may arise under this Agreement or the Loan Documents shail have jurisdiction and venue only in the Courts of the State of New Jersey in and for the County of Mercer. Section 45. Equal Opportunity and Non-Discrimination. The Owner covenants and agrees that it will comply with the Agency guidelines with respect to equal opportunity and non- discrimination in its purchase of goods and services for the operation and maintenance of the Project throughout the term of this Agreement