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<br /> name the City as coinsureds and shall contain an affirmative statement by the issuer that
<br /> it will give written notice to the City at least thirty (30) days prior to any cancellation or
<br /> amendment of its policy. Need to include a hold harmless and indemnification in
<br /> contract (I pulled this section from the Circuit City agreement). Is the ramp going to be
<br /> on their property or ours (No. IYs on the vacated State Street)?
<br /> 5. So long as the Developer maintains a direct interest in the Project or Project Site or any
<br /> part thereof (excluding, for example, an interest therein solely as a creditor or
<br /> mortgagee) and notwithstanding anything to the contrary in this Agreement, the
<br /> Developer agrees to indemnify, defend and save the City , its officers, employees,
<br /> Council members, Mayor, agents and representatives and each of their successors and
<br /> assigns harmless from and against any and all claims, liabilities, demands, suits,
<br /> administrative proceedings, causes of action, costs, damages, personal injuries and
<br /> property damages, losses, attorneys fees and costs of litigation and other expenses,
<br /> both known and unknown, present and future, at law or in equity by or on behalf of any
<br /> person, firm or corporation arising from (i) the Developer's operation or management of
<br /> the Project, or from any work or thing done by the Developer on the Project Site, or any
<br /> work or activity of the Developer connected to the construction of the Project; (ii) any
<br /> breach or default on the part of the Developer in the performance of any of its
<br /> obligations, terms, conditions, representations or warranties under or in respect of this
<br /> Agreement; (iii) any act of negligence or willful or wanton misconduct of the Developer or
<br /> any of its agents, contractors, servants or employees; (iv) any violation by the Developer
<br /> of any easements, conditions, restrictions, building regulations, zoning ordinances,
<br /> environmental regulations or land use regulations affecting the Project Site or the
<br /> Project; (v) any violation of Applicable Law or (vi) any violation by the Developer of state
<br /> or federal securities law in connection with the offer and sale of interests in the
<br /> Developer, its affiliates or any part of the Project. The Developer agrees to indemnify
<br /> and save the City harmless from and against all costs and expenses incurred in or in
<br /> connection with any such claim arising as aforesaid or in connection with any action or
<br /> proceeding brought thereon. In case any such claim shall be made or action brought
<br /> based upon any such claim in respect of which indemnity may be sought against the
<br /> Developer, upon receipt of notice in writing from the City setting forth the particulars of
<br /> such claim or action, the Developer shall assume the defense thereof including the
<br /> employment of counsel and the payment of all costs and expenses. The City shall have
<br /> the right to employ separate counsel in any such action and to participate in the defense
<br /> thereof, but the fees and expenses of such counsel shall be at the expense of the City.
<br /> It is agreed and understood that the aforesaid indemnities in this Article X shall be
<br /> binding on the Developer only for such period as the Developer maintains a direct
<br /> interest in the Project or Project Site or part thereof (excluding, for example, an interest
<br /> therein solely as a creditor or mortgagee), and only with respect to such direct interest in
<br /> the Project or Project Site or part thereof. Provided, notwithstanding the foregoing, the
<br /> Developer shall not be liable to indemnify and hold the City harmless from any portion of
<br /> any such loss, liability, cost or expense which results from the negligence or willful
<br /> misconduct of the City, its officials, agents, or employees.
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