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limitation, all costs of design, engineering, materials, labor, construction and inspection arising
<br />in connection with the Improvements; all payments arising under any contracts entered into for
<br />the 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 party 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
<br />of 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
<br />of 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
<br />with 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.
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