RFP for Property Management Services

about the Premises, which is due to Owner's failure or refusal to comply with or abide
by an applicable law or owner's direct negligence; and (b) to defend promptly and
diligently, at Owner's expense, any claim, action, or proceeding brought against Agent
or Agent and Owner, jointly or severally, arising out of or connected with the
Owner's or Agent's negligent action or performance of Agent's responsibilities
under this Agreement, and to indemnify and hold harmless Agent from any judgment,
loss or settlement on account thereof. This indemnification obligation includes, but is not
limited to, claims arising out of or relating to the condition of the Property and any
deferred maintenance or capital improvements to the Property.
b. Indemnification of Owner by Agent. Agent agrees to indemnify and hold harmless
Owner from any and all claims for damage or injuries to persons or property by reason
of any act of negligence or willful misconduct on the part of Agent, its officers,
directors, partners, agents, servants, employees, independent contractors, or those
acting on behalf of Agent.
c. Conditions. The obligations of either party where applicable to indemnify, and hold
harmless the other under the agreement are subject to the following conditions:
i the party to be indemnified shall promptly notify the indemnifying party
of any matter with respect to which indemnity is required; and
ii. the indemnifying party shall not take any actions, including an admission
of liability, which would bar the indemnifying party from enforcing any
applicable coverage under policies of insurance held by the indemnifying
party or would prejudice any defense of the indemnifying party in any
appropriate legal proceedings pertaining to any such matter or otherwise
prevent the indemnifying party from defending itself with respect to any
such matter.
d. Excluded Matters. Notwithstanding the foregoing, neither party shall be required to
indemnify, hold harmless, or reimburse the other with respect to any matter to the
extent the same resulted from the sole negligence of that party or for actions taken by
the Agent outside the scope of the Agent's authority under this Agreement.
e. Survival. The provisions of this section shall survive the expiration and any
termination of this Agreement.
16. Management Certification. To the extent that the hiring of Agent under the
terms of this Agreement is subject to certification by HUD: (1) Owner and
Property Management Agreement 16
December 2010