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<br />attorneys, legal representatives, and representatives of the foregoing from any and
<br />all Claims (as defined above). Such Release constitutes an agreement by Carson for
<br />himself, his successors, assigns and insurers, to hereby RELEASE, ACQUIT, and
<br />FOREVER DISCHARGE the City and its mayor, city council members, city
<br />managers, commissioners, board members, representatives, agents, employees,
<br />servants, attorneys, legal representatives, and representatives of the foregoing from
<br />any and every action, cause of action, claim, demand, right, obligation, damages
<br />(including compensatory, consequential, cost, and/or expense, and attorneys' fees),
<br />of whatsoever kind or nature, whether legal, equitable, or administrative, and
<br />whether known or unknown, arising directly or indirectly from the allegations
<br />asserted in the Litigation and which relates to the Zoning Variance Applications or
<br />the Specific Use Permit referenced in this Agreement. This Release does not extend
<br />to any obligations incurred under this Agreement;
<br />
<br />2. Carson agrees to modify the construction project for the Property as specifically
<br />described below in Section IV;
<br />
<br />3. Carson agrees not to sell the Property to any institution of higher education without
<br />the prior express VvTitten consent of the Defendant for twenty (20) years begilming
<br />from the date the Final Judgment is signed;
<br />
<br />4. Carson agrees that the City fully performs all conditions precedent to this
<br />Agreement by 1) its action in authorizing and approving this Agreement by City
<br />resolution of the City Council, 2) causing its authorized representative to sign this
<br />Agreement, and 3) by signing and entering into the agreed Final Judgment. This
<br />provision does not relieve the City of its further obligations under this Agreement.
<br />
<br />5. Carson and his heirs, or successors agree to hold harmless the City and its mayor,
<br />city council members, city managers, commissioners, board members,
<br />representatives, agents, employees, servants, attorneys, legal representatives, and
<br />representatives of the foregoing in the event any third party challenges the validity
<br />of the actions of the parties in connection with this Agreement, including but not
<br />limited to any third party litigation seeking a declaration from a court of competent
<br />jurisdiction that all or any portion of this Agreement or the Final Judgment is void,
<br />invalid, unenforceable or unconstitutional. Carson agrees to indemnify, and fully
<br />and in-evocably assume the risks of any litigation brought by third parties and the
<br />responsibility to defend the validity of the City's actions and approvals set forth
<br />herein, at his sole cost and expense, and Carson acknowledges that the City's
<br />agreement is limited to cooperation with Carson in support of such defense. Carson
<br />and his heirs, successors or assigns shall indemnify the City and its mayor, city
<br />council members, city managers, commissioners, board members, representatives,
<br />agents, employees, servants, attorneys, legal representatives, and representatives
<br />(singularly "Client" and collectively "Clients") as set forth in this paragraph and
<br />shall retain counsel mutually agreeable to Carson and the City to defend Client(s) in
<br />the event of and to the extent such third party litigation is brought against Client(s).
<br />The City will not unreasonably withhold its agreement to the retention of legal
<br />
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