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the Public Improvements and all costs related thereto. The Owner covenants that such <br /> accounting books will be maintained in accordance with sound accounting practices, and will be <br /> available for inspection by the City or its agent at any reasonable time during regular business <br /> hours upon at least 72 hours' notice. <br /> (g) The Owner agrees to provide the information required pursuant to the Owner <br /> Continuing Disclosure Agreement executed by the Owner in connection with the Major <br /> Improvement PID Bonds. <br /> (h) The Owner covenants to provide, or cause to be provided, such facts and <br /> estimates as the City reasonably considers necessary to enable it to execute and deliver its Tax <br /> Certificate. The Owner further covenants that (i) such facts and estimates will be based on its <br /> reasonable expectations on the date of issuance of the Major Improvement PID Bonds and will <br /> be, to the best of the knowledge of the officers of the Owner providing such facts and estimates, <br /> true, correct and complete as of that date, and (ii) the Owner will make reasonable inquires to <br /> ensure such truth, correctness and completeness. The Owner covenants that it will not make, or <br /> (to the extent that it exercises control or direction) permit to be made, any use or investment of <br /> the Bond Proceeds that would cause any of the covenants or agreements of the City contained in <br /> the Tax Certificate to be violated or that would otherwise have an adverse effect on the tax- <br /> exempt status of the interest payable on the Major Improvement PID Bonds for federal income <br /> tax purposes. <br /> Section 6.03. Indemnification and Hold Harmless by Owner <br /> THE OWNER WILL DEFEND, INDEMNIFY, AND HOLD HARMLESS THE CITY, <br /> AND ITS OFFICIALS, EMPLOYEES, OFFICERS,REPRESENTATIVES, AND AGENTS (IN <br /> THIS SECTION, THE "CITY") AGAINST AND FROM, AND WILL PAY TO THE CITY, <br /> THE AMOUNT OF, ALL ACTIONS, DAMAGES, CLAIMS, LOSSES, OR EXPENSE OF <br /> ANY TYPE, WHETHER OR NOT INVOLVING A THIRD-PARTY CLAIM <br /> (COLLECTIVELY, "DAMAGES"), ARISING DIRECTLY OR INDIRECTLY,FROM (i) THE <br /> BREACH OF ANY PROVISION OF THIS AGREEMENT BY THE OWNER; (ii) THE <br /> NEGLIGENT DESIGN, ENGINEERING, OR CONSTRUCTION BY THE OWNER OF ANY <br /> PUBLIC IMPROVEMENT ACQUIRED BY THE CITY; OR (iii) THE OWNER'S <br /> NONPAYMENT UNDER CONTRACTS WITH THE OWNER FOR ANY PUBLIC <br /> IMPROVEMENT UNDER THIS AGREEMENT. THE OWNER WILL DEFEND THE CITY <br /> AGAINST ALL SUCH CLAIMS AND THE CITY WILL REASONABLY COOPERATE AND <br /> ASSIST IN PROVIDING SUCH DEFENSE. THIS SECTION SURVIVES THE <br /> TERMINATION OF THIS AGREEMENT INDEFINITELY, SUBJECT TO APPROPRIATE <br /> STATUTES OF LIMITATIONS, AS THEY MAY BE TOLLED OR EXTENDED BY <br /> AGREEMENT OR OPERATION OF LAW. <br /> ARTICLE VII. DEFAULT AND REMEDIES <br /> (a) A Party shall be deemed in default under this Agreement (which shall be deemed <br /> a breach hereunder) if such Party fails to materially perform, observe or comply with any of its <br /> 16 <br />