Legal Liability Of The City Of Escondido - ERTC Hospital Location

I have reviewed these five documents:
1. ERTC EIR Addendum; 2. ERTC Specific Plan Amendment; 3. Finding of Fact and Statement of Overriding Considerations for the ERTC Specific Plan; 4. ERTC Development Agreement; 5. MOU

The MOU had some language regarding PPH's general liability insurance for the downtown PMC in section XVI (page 14), and Third Party Litigation in section XXIV (page 17). Nothing there appear to release the City of Liability.

The ERTC Development Agreement has several paragraphs relating to litigation: 3.6, 3.7, 3.8, 7.2, 7.7 and 7.8.

Paragraph 3.6 is the most relevant:
"3.6 Hold Harmless.
PPH agrees, to the extent permissible under the Local Health Care District Law, California Health and Safety Code, § 32000, et seq., to indemnify, hold harmless, and provide and pay all costs for a defense for the City, with legal counsel of the City’s choice at professionally reasonable rates, in any legal action filed in a court of competent jurisdiction by a third party challenging the validity of this Agreement. The provisions of this Section shall not apply to the extent such damage, liability, or claim is proximately caused by the intentional or negligent act or acts of the City, its officers, agents, employees, orrepresentatives."

My view is that the City will be indemnified for actions challenging the validity of the ERTC Development Agreement. However, the City is exposed to damages, liability and claims caused by acts of the City. The agreement appears to be silent on the City's exposure based on acts by PPH or other parties.

I did not find any language related to the City's Liability in the three remaining documents.