ARTICLE 10
INDEMNIFICATION AND LIABILITIES
Section 10.1 - Jndemnification.
(a) Indemnification by Operator. Operator shall indemnify, defend and hold
harmless Owner, the members thereof, and its respective officers, directors, employees,
agents, and representatives (the "Owner Indemnified Parties"), from and against any and
all claims (in whatever form and to the fullest extent permitted by law) arising out of or
in any way connected with, but only to the extent of, any gross negligence, fraud or
willful misconduct of Operator or anyone acting on Operator's behalf or under its
instructions, in connection with this Agreement and Operator's obligations thereunder.
Any costs or expenses incurred by Operator pursuant to its indemnity obligations under
this Section 10.1(a), including the cost of deductibles with respect to the insurance
maintained by Operator or Owner pursuant to Article 9 or losses in excess of such
insurance coverage, shall not constitute a Reimbursable Cost under this Agreement.
(b) Indemnification by Owner. Owner shall indemnify, defend and hold harmless
Operator, its officers, directors, employees, agents, and representatives (the "Operator
Indemnified Parties") from and against any and all claims (in whatever form and to the
fullest extent permitted by law) arising out of or in any way connected with, but only to
the extent of, any gross negligence, fraud or willful misconduct of Owner or anyone
acting on Owner's behalf or under its instructions (other than Operator and its suppliers,
subcontractors, venders, and their subcontractors and vendors and any employee or agent
of the foregoing), in connection with this Agreement and Owner's obligations thereunder.
Section 10.2 - Environmental Liability.
(a) Operator Liability. Operator shall not be responsible for claims directly or
indirectly related to hazardous materials present at the Project before the date of this
Agreement, except to the extent Operator acted with respect to such materials in a grossly
negligent manner. Owner shall defend, indemnify and hold Operator harmless against
such claims, except to the extent such claims arise from Operator's grossly negligent or
intentional acts.
(b) Owner Liability. Owner shall not be responsible for claims directly related to
hazardous materials at the Project arising out of the grossly negligent or intentional acts
of Operator. This provision of the Agreement shall not be construed to require Operator
to take corrective action with respect to any hazardous materials at the Project before the
date of this Agreement.
(c) Governmental Actions. If action is required at the Project to comply with any
applicable environmental laws during the term of this Agreement, Owner (with
Operator's assistance) shall be responsible for the costs of compliance. Costs for such
compliance action shall be incurred by Operator only with Owner's prior written consent,
unless a governmental authority requires Operator to incur such costs and expenses prior
to obtaining such written consent.
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