Common use of Indemnity by Developer Clause in Contracts

Indemnity by Developer. 16.4.1 Subject to Section 16.4.2, Developer shall release, defend, indemnify and hold harmless the Indemnified Parties from and against any and all liabilities, damages, claims, fines, causes of action, suits, judgments, investigations, legal or administrative proceedings, demands and Losses, in each case if asserted or incurred by or awarded to any third party, to the extent caused by: 16.4.1.1 The breach or alleged breach of this Agreement or any Principal Developer Document by any Developer-Related Entity; 16.4.1.2 The failure or alleged failure by any Developer-Related Entity to comply with the Governmental Approvals, any applicable Environmental Laws or other Laws (including Laws regarding Hazardous Materials management); 16.4.1.3 Any alleged patent, trademark, or copyright infringement or other allegedly improper appropriation or use by any Developer-Related Entity of trade secrets, patents, proprietary information, know-how, copyright rights, inventions or other third-party proprietary rights in performance of the Work, or arising out of any use in connection with the facility of methods, processes, designs, information, or other items furnished or communicated to the Department or another Indemnified Party pursuant to the Contract Documents; provided that this indemnity shall not apply to any infringement resulting from the Department’s failure to comply with specific written instructions regarding use provided to the Department by Developer; 16.4.1.4 The actual or alleged negligence, willful misconduct or breach of applicable Law or contract of any Developer-Related Entity in or associated with performance of the Work, regardless of whether the claimed loss was caused in part by an Indemnified Party; 16.4.1.5 Any and all claims by any governmental or taxing authority claiming Taxes based on gross receipts, purchases or sales, the use of any property or income of any Developer-Related Entity with respect to any payment for the Work made to or earned by any Developer-Related Entity; 16.4.1.6 Any and all stop notices and/or liens filed in connection with the Work, including all expenses and attorneys’, accountants' and expert witness fees and costs incurred in discharging any stop notice or lien, provided that the Department is not in default in payments owing to Developer with respect to such Work; 16.4.1.7 Any actual or threatened Release of Hazardous Materials by any Developer-Related Entity; 16.4.1.8 The claim or assertion by any other contractor of inconvenience, disruption, delay or loss caused by interference by any Developer-Related Entity with or hindering the progress or completion of work being performed by the other contractor, or failure of any Developer-Related Entity to cooperate reasonably with other contractors in accordance therewith; 16.4.1.9 Any dispute between Developer and a Utility Owner, or any Developer-Related Entity’s performance of, or failure to perform, the obligations under any Utility Agreement; (a) Any Developer-Related Entity’s breach of or failure to perform an obligation that the Department owes to a third person, including Governmental Entities, under Law or under any agreement between the Department and a third person, where the Department has delegated performance of the obligation to Developer under the Contract Documents, or (b) the negligence, willful misconduct or breach of applicable Law or contract of any Developer-Related Entity which render the Department unable to perform or abide by an obligation that the Department owes to a third person, including Governmental Entities, under any agreement between the Department and a third person, where the agreement is previously disclosed or known to Developer; 16.4.1.11 The fraud, bad faith, arbitrary or capricious acts, willful misconduct, negligence or violation of Law or contract by any Developer-Related Entity in connection with Developer’s performance of real property acquisition services under the Contract Documents; 16.4.1.12 Inverse condemnation, trespass, nuisance or similar taking of or harm to real property by reason of (a) the failure of any Developer-Related Entity to comply with Best Management Practice, requirements of the Contract Documents, O&M Plan or Governmental Approvals respecting control and mitigation of construction activities and construction impacts, (b) the intentional misconduct or negligence of any Developer-Related Entity, or (c) the actual physical entry onto or encroachment upon another’s property outside the Project Right of Way by any Developer-Related Entity; or 16.4.1.13 Errors, inconsistencies or other defects in the design or construction of the Project.