|
limitation, all costs of design, engineering, materials, labor, construction and inspection arising in
<br /> connection with the Improvements; all payments arising under any contracts entered into for the
<br /> construction of the Improvements; all costs incurred in connection with obtaining
<br /> governmental approvals, certificates, permits, easements, rights-of-way, or sites required as a
<br /> part of the construction of the Improvements; and all out-of-pocket expenses, including interest
<br /> costs, incurred in connection with the construction of the Improvements. The City shall not be
<br /> liable to any contractor, engineer, attorney, materialman or other parry employed or contracted
<br /> with, in connection with the construction of the Improvements, but shall only be obligated to
<br /> reimburse the Developer in the manner and to the extent of revenues provided in Section 3 of
<br /> this Agreement. After completion of the Improvements and acceptance of the Improvements by
<br /> the City,the City shall operate and maintain the Improvements at its expense.
<br /> 5. Indemnity. The Developer shall indemnify and hold the City and Zone No. 4
<br /> harmless from and against all losses, costs, damages, expenses and liabilities (herein collectively
<br /> referred to as "Losses")of whatsoever nature, including, but not limited to, attorneys'fees, costs of
<br /> litigation, court costs, amounts paid in settlement and amounts paid to discharge judgments
<br /> relating to any claim, lawsuit, cause of action or other legal action or proceeding brought against
<br /> the City and Zone No. 4, or to which the City and Zone No. 4 may be a party, even if groundless,
<br /> false or fraudulent, directly, or indirectly resulting from, arising out of or relating to the
<br /> acquisition, purchase or construction of the Improvements. In the event of any action brought
<br /> against the City in which indemnification by the Developer is applicable, the City shall promptly
<br /> give written notice to the Developer, and the Developer shall assume the investigation and
<br /> defense of such action, including the employment of counsel and the payment of all expenses.
<br /> The City and Zone No. 4 shall have the right, at their expense, to employ separate counsel and to
<br /> participate in the investigation and defense of any such action. The Developer shall not be liable
<br /> for the settlement of any such action made by the City and Zone No. 4 without the consent of the
<br /> Developer; provided, however, that in the event of any settlement entered into with the consent of
<br /> the Developer or of any final judgment for a plaintiff in such action, the Developer shall
<br /> indemnify and hold the City and Zone No. 4 harmless from and against any losses incurred by
<br /> reason of such settlement or judgment. The expiration of the terms of this Agreement shall not
<br /> relieve the Developer from any liability hereunder arising prior to the expiration of this
<br /> Agreement, provided; however, notwithstanding anything to the contrary herein, the Developer's
<br /> indemnity for each portion of the Improvements accepted by the City for operation and
<br /> maintenance shall be coterminous with the warranty period for the particular Improvements.
<br /> 6. Continuing Securities Disclosure. To the extent the City elects to issue bonds as
<br /> provided in Section 3(d), the Developer agrees to provide periodic information and notices of
<br /> material events regarding the Developer and the development within Zone No. 4 in accordance with
<br /> the Securities and Exchange Commission Rule 15c2-12. Any notices provided in
<br /> accordance with this Section 6 shall also be provided to the other parties to this Agreement.
<br /> 7. Construction of Improvements. All improvements will be constructed in a
<br /> good and workmanlike manner in accordance with the Development Regulations, City Code, and
<br /> all other applicable regulatory agencies.
<br /> 4
<br />
|