Common use of Indemnification of City Clause in Contracts

Indemnification of City. (1) Except for any willful misrepresentation or any willful or wanton misconduct of the City, its governing body members, officers, agents, including the independent contractors, consultants and legal counsel, servants and employees thereof (hereinafter, for purposes of this Section, collectively the “Indemnified Parties”), the Developer agrees to protect and defend the Indemnified Parties, now and forever, and further agrees to hold the aforesaid harmless from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising from the actions or inactions of the Developer (or if other persons acting on its behalf or under its direction or control) under this Agreement, or the transactions contemplated hereby or the acquisition, construction, installation, ownership, and operation of the Minimum Improvements; provided, that this indemnification shall not apply to the warranties made or obligations undertaken by the City in this Agreement or to any actions undertaken by the City which are not contemplated by this Agreement, but shall, in any event and without regard to any fault on the part of the City, apply to any pecuniary loss or penalty (including interest thereon from the date the loss is incurred or penalty is paid by the City at a rate equal to the prime rate as announced from time to time by Xxxxx Fargo Bank in Minneapolis, MN) as a result of the Minimum Improvements causing the Tax Increment District to not qualify or cease to qualify as a “redevelopment tax increment district” under Minn. Stat. §469.174, subdivision 10(a)(1). (2) All covenants, stipulations, promises, agreements and obligations of the City contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the City and not of any governing body member, officer, agent, servant or employee of the City, as the case may be.

Indemnification of City. (1) Except for any willful misrepresentation or any willful or wanton misconduct of Developer shall indemnify, reimburse, and hold harmless the City, City and its governing body members, officers, agents, including the independent contractors, consultants and legal counsel, servants agents and employees thereof (hereinafterthe "City Parties") from and, for purposes of this Sectionif requested, collectively the “Indemnified Parties”)shall defend them against any and all loss, the Developer agrees to protect and defend the Indemnified Partiescost, now and foreverdamage, injury, liability, and further agrees to hold the aforesaid harmless from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever claims ("Losses") arising or purportedly resulting directly or indirectly from (i) any third party claim arising from the actions or inactions of the a default by Developer (or if other persons acting on its behalf or under its direction or control) under this Agreement, (ii) Developer's failure to comply with any Approval, Subsequent Approval or Non-City Approval, (iii) the failure of any improvements constructed pursuant to the Approvals or Subsequent Approvals to comply with any Federal or State Laws, the Existing Standards or any permitted Future Changes to Existing Standards, (iv) any accident, bodily injury, death, personal injury or loss of or damage to property occurring on a Project Site (or off-site, with regard to the Public Improvements) in connection with the construction by Developer or its agents or contractors of any improvements pursuant to the Approvals, Subsequent Approvals or this Agreement, (v) a Third-Party Challenge instituted against the City or any of the City Parties, (vi) any dispute between Developer, its contractors or subcontractors relating to the construction of any part of the Project, and (vii) any dispute between Developer and any Transferee or any subsequent owner of any of the Project Site relating to any assignment of this Agreement or the transactions contemplated hereby obligations that run with the land, or any dispute between Developer and any Transferee or other person relating to which party is responsible for performing certain obligations under this Agreement, each regardless of the negligence of and regardless of whether liability without fault is imposed or sought to be imposed on the City or any of the City Parties, except to the extent that such indemnity is void or otherwise unenforceable under applicable Law, and except to the extent such Loss is the result of the negligence or willful misconduct of the City Parties. The foregoing indemnity shall include, without limitation, reasonable attorneys' fees and costs and the City's reasonable cost of investigating any claims against the City or the acquisition, construction, installation, ownership, and operation of the Minimum Improvements; provided, that this indemnification shall not apply to the warranties made or obligations undertaken by the City Parties. All indemnifications set forth in this Agreement shall survive the expiration or to any actions undertaken by the City which are not contemplated by termination of this Agreement, but shallto the extent such indemnification obligation arose from an event occurring before the expiration or termination of this Agreement. To the extent the indemnifications relate to Developer's obligations that survive the expiration or termination of this Agreement, in any event and without regard to any fault on the part indemnifications shall survive for the term of the City, apply to any pecuniary loss or penalty (including interest thereon from the date the loss is incurred or penalty is paid by the City at a rate equal to the prime rate as announced from time to time by Xxxxx Fargo Bank in Minneapolis, MN) as a result of the Minimum Improvements causing the Tax Increment District to not qualify or cease to qualify as a “redevelopment tax increment district” under Minn. Stat. §469.174, subdivision 10(a)(1)applicable obligation plus four years. (2) All covenants, stipulations, promises, agreements and obligations of the City contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the City and not of any governing body member, officer, agent, servant or employee of the City, as the case may be.

Indemnification of City. (1) Except for any willful misrepresentation or any willful or wanton misconduct of . The Developer releases from and covenants and agrees that the City, its governing body members, members officers, agents, including the independent contractors, consultants and legal counsel, servants and employees thereof (hereinafter, for purposes of this Section, collectively the “Indemnified Parties”)) shall not be liable for and agrees to indemnify and hold harmless the Indemnified Parties against any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the Project, provided that the foregoing indemnification shall not be effective for any actions of the Indemnified Parties that are not contemplated by this Agreement. 2. Except for any willful misrepresentation or any willful or wanton misconduct of the Indemnified Parties, the Developer agrees to protect and defend the Indemnified Parties, Parties now and forever, and further agrees to hold the aforesaid harmless from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising from the actions or inactions of the Developer (or if other persons acting on its behalf or under its direction or control) under this Agreement, or the transactions contemplated hereby or the acquisition, construction, installation, ownership, ownership and operation of the Minimum ImprovementsProject; provided, that this indemnification shall not apply to the warranties made or obligations undertaken by the City in this the Agreement or to any actions undertaken by the City which are not contemplated by this Agreement, Agreement but shall, in any event and without regard to any fault on the part of the City, apply to any pecuniary loss or penalty (including interest thereon from the date the loss is in incurred or penalty is paid by the City at a rate equal to the prime rate as announced from time to time by Xxxxx Fargo Bank in Minneapolis, MNPrime Rate) as a result of the Minimum Improvements Project causing the Tax Increment District to not qualify or cease cause to qualify as a an “redevelopment tax increment economic development district” under Minn. Stat. §Section 469.174, subdivision 10(a)(1)Subdivision 12, of the Act or to violate limitations as to the use of Tax Increments as set forth in Section 469.176, Subdivision 4c. (2) 3. All covenants, stipulations, promises, agreements and obligations of the City contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the City and not of any governing body member, officer, agent, servant or employee of the City, as the case may be.

Indemnification of City. (1) Except for any willful misrepresentation or any willful or wanton misconduct of The Developer releases from and covenants and agrees that the City, its governing body members, officers, agents, including the independent contractors, consultants and legal counsel, servants and employees thereof (hereinafter, for purposes of this Section, collectively the “"Indemnified Parties”)") shall not be liable for and agrees to indemnify and hold harmless the Indemnified Parties against any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the Pearl Street Project, provided that the foregoing indemnification shall not be effective for any actions of the Indemnified Parties that are not contemplated by this Agreement. (2) Except for any willful misrepresentation or any willful or wanton misconduct of the Indemnified Parties, the Developer agrees to protect and defend the Indemnified Parties, now and forever, and further agrees to hold the aforesaid harmless from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising from the actions or inactions of the Developer (or if other persons acting on its behalf or under its direction or control) under this Agreement, or the transactions contemplated hereby or the acquisition, construction, installation, ownership, and operation of the Minimum ImprovementsPearl Street Project; provided, that this indemnification shall not apply to the warranties made or obligations undertaken by the City in this Agreement or to any actions undertaken by the City which are not contemplated by this Agreement, Agreement but shall, in any event and without regard to any fault on the part of the City, apply to any pecuniary loss or penalty (including interest thereon from the date the loss is incurred or penalty is paid by the City at a rate equal to the prime rate as announced from time to time by Xxxxx Fargo Bank in Minneapolis, MNPrime Rate) as a result of the Minimum Improvements causing Developer operating the Pearl Street Project so that the Tax Increment District to does not qualify or cease to qualify as a “"redevelopment tax increment district” " under Minn. Stat. §Section 469.174, subdivision 10(a)(1)Subdivision 10, of the Act, or (ii) to violate limitations as to the use of Tax Increments as set forth in Section 469.176, Subdivision 4j. (23) All covenants, stipulations, promises, agreements and obligations of the City contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the City and not of any governing body member, officer, agent, servant or employee of the City, as the case may be.

Indemnification of City. (1) Except for any willful misrepresentation or any willful or wanton misconduct of The Developer releases from and covenants and agrees that the City, its governing body members, officers, agents, including the independent contractors, consultants and legal counsel, servants and employees thereof (hereinafter, for purposes of this Section, collectively the “"Indemnified Parties”)") shall not be liable for and agrees to indemnify and hold harmless the Indemnified Parties against any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the Project, provided that the foregoing indemnification shall not be effective for any actions of the Indemnified Parties that are not contemplated by this Agreement. (2) Except for any willful misrepresentation or any willful or wanton misconduct of the Indemnified Parties, the Developer agrees to protect and defend the Indemnified Parties, now and forever, and further agrees to hold the aforesaid harmless from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising from the actions or inactions of the Developer (or if other persons acting on its behalf or under its direction or control) under this Agreement, or the transactions contemplated hereby or the acquisition, construction, installation, ownership, and operation of the Minimum ImprovementsProject; provided, that this indemnification shall not apply to the warranties made or obligations undertaken by the City in this Agreement or to any actions undertaken by the City which are not contemplated by this Agreement, Agreement but shall, in any event and without regard to any fault on the part of the City, apply to any pecuniary loss or penalty (including interest thereon from the date the loss is incurred or penalty is paid by the City at a rate equal to the prime rate as announced from time to time by Xxxxx Fargo Bank in Minneapolis, MNPrime Rate) as a result of the Minimum Improvements Project causing the Tax Increment District to not qualify or cease to qualify as a “redevelopment tax increment "housing district” " under Minn. Stat. §Section 469.174, subdivision 10(a)(1)Subdivision 11, of the Act or to violate limitations as to the use of Tax Increments as set forth in Section 469.176, Subdivision 4d. (23) All covenants, stipulations, promises, agreements and obligations of the City contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the City and not of any governing body member, officer, agent, servant or employee of the City, as the case may be.

Indemnification of City. (1) Except for any willful misrepresentation or any willful or wanton misconduct of The Developer (a) releases the City, City and its governing body members, officers, agents, including the independent contractors, consultants and legal counsel, servants and employees thereof (hereinaftercollectively, for purposes of this Section, collectively the “"Indemnified Parties”)") from, (b) covenants and agrees that the Indemnified Parties shall not be liable for, and (c) agrees to indemnify and hold harmless the Indemnified Parties against, any claim, cause of action, suit or liability for loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the Project or on the Development Property. (2) Except for any willful misrepresentation or any willful or wanton misconduct of the Indemnified Parties, the Developer agrees to protect and defend the Indemnified Parties, now and forever, and further agrees to hold the aforesaid harmless from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising from the actions or inactions of the Developer (or if other persons acting on its behalf or under its direction or control) under this Agreement, or the transactions contemplated hereby or the acquisition, construction, installation, ownership, and operation of the Minimum ImprovementsProject; provided, that this indemnification shall not apply to the warranties made or obligations undertaken by the City in this Agreement or to any actions undertaken by the City which are not contemplated by this Agreement, Agreement but shall, in any event and without regard to any fault on the part of the City, apply to any pecuniary loss or penalty (including interest thereon from the date the loss is incurred or penalty is paid by the City at a rate equal to the prime rate as announced from time to time by Xxxxx Fargo Bank in Minneapolis, MNPrime Rate) as a result of the Minimum Improvements Project causing the Tax Increment District to not qualify or cease to qualify as a “redevelopment tax increment district” " under Minn. Stat. §Section 469.174, subdivision 10(a)(1Subdivision 10, of the Act and Section 469.176, Subdivision 4(j), or to violate limitations as to the use of Tax Increments as set forth in Section 469.176, Subdivision 4(j). (23) All covenants, stipulations, promises, agreements and obligations of the City contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the City and not of any governing body member, officer, agent, servant or employee of the City, as the case may be.

Indemnification of City. (1) Except for any willful misrepresentation or any willful or wanton misconduct of SFCM shall indemnify, reimburse, and hold harmless the City, City and its governing body members, officers, agents, including the independent contractors, consultants and legal counsel, servants agents and employees thereof (hereinafterthe "City Parties") from and, for purposes of this Sectionif requested, collectively the “Indemnified Parties”)shall defend them against any and all loss, the Developer agrees to protect and defend the Indemnified Partiescost, now and foreverdamage, injury, liability, and further agrees to hold the aforesaid harmless from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever claims ("Losses") arising or purportedly resulting directly or indirectly from (i) any third party claim arising from the actions or inactions of the Developer (or if other persons acting on its behalf or under its direction or control) a Default by SFCM under this Agreement, (ii) SFCM's failure to comply with any Approval or Later Approval, (iii) the failure of any improvements constructed pursuant to the Approvals or Later Approvals to comply with any Federal or State Laws, the Existing Standards or any permitted New City Laws, (iv) any accident, bodily injury, death, personal injury, or loss of or damage to property occurring on the Project Site (or the transactions contemplated hereby public right of way adjacent to the Project Site) in connection with the construction by SFCM or its agents or contractors of any improvements pursuant to the Approvals, Later Approvals or this Agreement, (v) a Third-Party Challenge instituted against the City or any of the City Parties, (vi) any dispute between SFCM, its contractors or subcontractors relating to the construction of any part of the Project, and (vii) any dispute between SFCM and any Transferee or any subsequent owner of any of the Project Site relating to any assignment of this Agreement or the acquisitionobligations that run with the land, constructionor any dispute between SFCM and any Transferee or other person relating to which party is responsible for performing certain obligations under this Agreement, installationeach regardless of the negligence of and regardless of whether liability without fault is imposed or sought to be imposed on the City or any of the City Parties, ownershipexcept to the extent that any of the foregoing indemnification obligations is void or otherwise unenforceable under applicable Law, and operation except to the extent such Loss is the result of the Minimum Improvements; provided, that this indemnification shall not apply to the warranties made negligence or obligations undertaken by willful misconduct of the City Parties. The foregoing indemnity shall include, without limitation, reasonable attorneys' fees and costs and the City's reasonable cost of investigating any claims against the City or the City Parties. All indemnifications set forth in this Agreement shall survive the expiration or to any actions undertaken by the City which are not contemplated by termination of this Agreement, but shall, in any event and without regard to any fault on the part of the City, apply to any pecuniary loss or penalty (including interest thereon from the date the loss is incurred or penalty is paid by the City at a rate equal to the prime rate as announced extent such indemnification obligation arose from time to time by Xxxxx Fargo Bank in Minneapolis, MN) as a result an event occurring before the expiration or termination of the Minimum Improvements causing the Tax Increment District to not qualify or cease to qualify as a “redevelopment tax increment district” under Minn. Stat. §469.174, subdivision 10(a)(1)this Agreement. (2) All covenants, stipulations, promises, agreements and obligations of the City contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the City and not of any governing body member, officer, agent, servant or employee of the City, as the case may be.

Indemnification of City. (1) Except for any willful misrepresentation or any willful or wanton misconduct of The Developer releases from and covenants and agrees that the City, its governing body members, officers, agents, including the independent contractors, consultants and legal counsel, servants and employees thereof (hereinafter, for purposes of this Section, collectively the “"Indemnified Parties”)") shall not be liable for and agrees to indemnify and hold harmless the Indemnified Parties against any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the Project, provided that the foregoing indemnification shall not be effective for any actions of the Indemnified Parties that are not contemplated by this Agreement. (2) Except for any willful misrepresentation or any willful or wanton misconduct of the Indemnified Parties, the Developer agrees to protect and defend the Indemnified Parties, now and forever, and further agrees to hold the aforesaid harmless from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising from the actions or inactions of the Developer (or if other persons acting on its behalf or under its direction or control) under this Agreement, or the transactions contemplated hereby or the acquisition, construction, installation, ownership, and operation of the Minimum ImprovementsProject; provided, that this indemnification shall not apply to the warranties made or obligations undertaken by the City in this Agreement or to any actions undertaken by the City which are not contemplated by this Agreement, Agreement but shall, in any event and without regard to any fault on the part of the City, apply to any pecuniary loss or penalty (including interest thereon from the date the loss is incurred or penalty is paid by the City at a rate equal to the prime rate as announced from time to time by Xxxxx Fargo Bank in Minneapolis, MNPrime Rate) as a result of the Minimum Improvements causing Developer operating the Project so that the Tax Increment District to does not qualify or cease ceases to qualify as a “redevelopment tax increment "housing district” " under Minn. Stat. §Section 469.174, subdivision 10(a)(1)Subdivision 11, of the Act or to violate limitations as to the use of Tax Increments as set forth in Section 469.176, Subdivision 4d. (23) All covenants, stipulations, promises, agreements and obligations of the City contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the City and not of any governing body member, officer, agent, servant or employee of the City, as the case may be.

Indemnification of City. (1) Except for any willful misrepresentation or any willful or wanton misconduct of CPMC shall indemnify, reimburse, and hold harmless the City, City and its governing body members, officers, agents, including the independent contractors, consultants and legal counsel, servants agents and employees thereof (hereinafterthe "City Parties") from and, for purposes of this Sectionif requested, collectively the “Indemnified Parties”)shall defend them against any and all loss, the Developer agrees to protect and defend the Indemnified Partiescost, now and foreverdamage, injury, liability, and further agrees to hold the aforesaid harmless from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever claims ("Losses") arising or purportedly resulting directly or indirectly from (i) any third party claim arising from the actions or inactions of the Developer (or if other persons acting on its behalf or under its direction or control) a default by CPMC under this Agreement, (ii) CPMC's failure to comply with any Approval, Subsequent Approval or Non-City Approval, (iii) the failure of any improvements constructed pursuant to the Approvals or Subsequent Approvals to comply with any Federal or State Laws, the Existing Standards or any permitted Future Changes to Existing Standards, (iv) any accident, bodily injury, death, personal injury or loss of or damage to property occurring on a Project Site (or off-site, with regard to the Public Improvements) in connection with the construction by CPMC or its agents or contractors of any improvements pursuant to the Approvals, Subsequent Approvals or this Agreement, (v) a Third-Party Challenge instituted against the City or any of the City Parties, (vi) any dispute between CPMC, its contractors or subcontractors relating to the construction of any part of the Project, and (vii) any dispute between CPMC and any Transferee or any subsequent owner of any of the Project Sites relating to any assignment of this Agreement or the transactions contemplated hereby obligations that run with the land, or any dispute between CPMC and any Transferee or other person relating to which party is responsible for performing certain obligations under this Agreement, each regardless of the negligence of and regardless of whether liability without fault is imposed or sought to be imposed on the City or any of the City Parties, except to the extent that such indemnity is void or otherwise unenforceable under applicable Law, and except to the extent such Loss is the result of the negligence or willful misconduct of the City Parties. The foregoing indemnity shall include, without limitation, reasonable attorneys' fees and costs and the City's reasonable cost of investigating any claims against the City or the acquisition, construction, installation, ownership, and operation of the Minimum Improvements; provided, that this indemnification shall not apply to the warranties made or obligations undertaken by the City Parties. All indemnifications set forth in this Agreement shall survive the expiration or to any actions undertaken by the City which are not contemplated by termination of this Agreement, but shallto the extent such indemnification obligation arose from an event occurring before the expiration or termination of this Agreement. To the extent the indemnifications relate to CPMC's obligations that survive the expiration or termination of this Agreement, in any event and without regard to any fault on the part indemnifications shall survive for the term of the City, apply to any pecuniary loss or penalty (including interest thereon from the date the loss is incurred or penalty is paid by the City at a rate equal to the prime rate as announced from time to time by Xxxxx Fargo Bank in Minneapolis, MN) as a result of the Minimum Improvements causing the Tax Increment District to not qualify or cease to qualify as a “redevelopment tax increment district” under Minn. Stat. §469.174, subdivision 10(a)(1)applicable obligation plus four years. (2) All covenants, stipulations, promises, agreements and obligations of the City contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the City and not of any governing body member, officer, agent, servant or employee of the City, as the case may be.

Indemnification of City. (1) Except for any willful misrepresentation or any willful or wanton misconduct of The Developer releases from and covenants and agrees that the City, its governing body members, officers, agents, including the independent contractors, consultants and legal counsel, servants and employees thereof (hereinafter, for purposes of this Section, collectively the “Indemnified Parties”)) shall not be liable for and agrees to indemnify and hold harmless the Indemnified Parties against any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the Project, provided that the foregoing indemnification shall not be effective for any actions of the Indemnified Parties that are not contemplated by this Agreement, and shall not relate to any event or occurrence that is a breach of the explicit representations or warranties of the City pursuant to this Agreement. (2) Except for any willful misrepresentation or any willful or wanton misconduct of the Indemnified Parties, the Developer agrees to protect and defend the Indemnified Parties, now and forever, and further agrees to hold the aforesaid harmless from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising from the actions or inactions of the Developer (or if other persons acting on its behalf or under its direction or control) under this Agreement, or the transactions contemplated hereby or the acquisition, construction, installation, ownership, and operation of the Minimum ImprovementsProject; provided, that this indemnification shall not apply to the warranties made or obligations undertaken by the City in this Agreement or to any actions undertaken by the City which are not contemplated by this Agreement, Agreement but shall, in any event and without regard to any fault on the part of the City, apply to any pecuniary loss or penalty damages (including interest thereon from the date the loss is incurred or penalty damages is paid by the City at a rate equal to the prime rate “Prime Rate” as announced set forth from time to time by Xxxxx Fargo Bank in Minneapolis, MNThe Wall Street Journal) as a result of the Minimum Improvements Project causing the Tax Increment District to not qualify or cease to qualify as a an “redevelopment tax increment economic development district” under Minn. Stat. §section 469.174, subdivision 10(a)(1)12, of the Act or to violate limitations as to the use of Tax Increments as set forth in section 469.176, subdivision 4c. (23) All covenants, stipulations, promises, agreements and obligations of the City contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the City and not of any governing body member, officer, agent, servant or employee of the City, as the case may be.

Indemnification of City. (1) Except for any willful misrepresentation or any willful or wanton misconduct of CPMC shall indemnify, reimburse, and hold harmless the City, City and its governing body members, officers, agents, including the independent contractors, consultants and legal counsel, servants agents and employees thereof (hereinafterthe "City Parties") from and, for purposes of this Sectionif requested, collectively the “Indemnified Parties”)shall defend them against any and all loss, the Developer agrees to protect and defend the Indemnified Partiescost, now and foreverdamage, injury, liability, and further agrees to hold the aforesaid harmless from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever claims ("Losses") arising or purportedly resulting directly or indirectly from (i) any third party claim arising from the actions or inactions of the Developer (or if other persons acting on its behalf or under its direction or control) a default by CPMC under this Agreement, (ii) CPMC's failure to comply with any Approval, Subsequent Approval or Non-City Approval, (iii) the failure of any improvements constructed pursuant to the Approvals or Subsequent Approvals to comply with any Federal or State Laws, the Existing Standards or any permitted Future Changes to Existing Standards, (iv) any accident, bodily injury, death, personal injury or loss of or damage to property occurring on a Project Site (or off-site, with regard to the Public Improvements) in connection with the construction by CPMC or its agents or contractors of any improvements pursuant to the Approvals, Subsequent Approvals or this Agreement, (v) a Third-Party Challenge instituted against the City or any of the City Parties, (vi) any dispute between CPMC, its contractors or subcontractors relating to the construction of any part of the Project, and (vii) any dispute between CPMC and any Transferee or any subsequent owner of any of the Project Sites relating to any assignment of this Agreement or the transactions contemplated hereby obligations that run with the land, or any dispute between CPMC and any Transferee or other person relating to which party is responsible for performing certain obligations under this Agreement, each regardless of the negligence of and regardless of whether liability without fault is imposed or sought to be imposed on the City or any of the City Parties, except to the extent that such indemnity is void or otherwise unenforceable under applicable Law, and except to the extent such Loss is the result of the negligence or willful misconduct of the City Parties. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants and experts and related costs, and the City's reasonable cost of investigating any claims against the City or the acquisition, construction, installation, ownership, and operation of the Minimum Improvements; provided, that this indemnification shall not apply to the warranties made or obligations undertaken by the City Parties. All indemnifications set forth in this Agreement shall survive the expiration or to any actions undertaken by the City which are not contemplated by termination of this Agreement, but shallto the extent such indemnification obligation arose from an event occurring before the expiration or termination of this Agreement. To the extent the indemnifications relate to CPMC's obligations that survive the expiration or termination of this Agreement, in any event and without regard to any fault on the part indemnifications shall survive for the term of the City, apply to any pecuniary loss or penalty (including interest thereon from the date the loss is incurred or penalty is paid by the City at a rate equal to the prime rate as announced from time to time by Xxxxx Fargo Bank in Minneapolis, MN) as a result of the Minimum Improvements causing the Tax Increment District to not qualify or cease to qualify as a “redevelopment tax increment district” under Minn. Stat. §469.174, subdivision 10(a)(1)applicable obligation plus four years. (2) All covenants, stipulations, promises, agreements and obligations of the City contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the City and not of any governing body member, officer, agent, servant or employee of the City, as the case may be.

Indemnification of City. (1) Except for any willful misrepresentation or any willful or wanton misconduct of The Developer releases from and covenants and agrees that the City, and its governing body bodies’ members, officers, agents, including the independent contractors, consultants and legal counsel, servants and employees thereof (hereinafter, for purposes of this Section, collectively the “Indemnified Parties”)) shall not be liable for and agrees to indemnify and hold harmless the Indemnified Parties against any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the Project, except to the extent caused by any willful misrepresentation or any willful or wanton misconduct of the Indemnified Parties. (2) Except for any willful misrepresentation or any willful or wanton misconduct of the Indemnified Parties, the Developer agrees to protect and defend the Indemnified Parties, now and forever, and further agrees to hold the aforesaid harmless from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising from the actions or inactions of the Developer (or if other persons acting on its behalf or under its direction or control) under this Agreement, or the transactions contemplated hereby or the acquisition, construction, installation, ownership, and operation of the Minimum ImprovementsProject; provided, that this indemnification shall not apply to the warranties made or obligations undertaken by the City in this Agreement or to any actions undertaken by the City which are not contemplated by this Agreement, but shall, in any event and without regard to any fault on the part of the City, apply to any pecuniary loss or penalty (including interest thereon from the date the loss is incurred or penalty is paid by the City at a rate equal to the prime rate as announced from time to time by Xxxxx Fargo Bank in Minneapolis, MN) as a result of the Minimum Improvements causing the Tax Increment District to not qualify or cease to qualify as a “redevelopment tax increment district” under Minn. Stat. §469.174, subdivision 10(a)(1). (23) All covenants, stipulations, promises, agreements and obligations of the City contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the City and not of any governing body member, officer, agent, servant or employee of the City, as the case may be.

Indemnification of City. (1) Except for any willful misrepresentation or any willful or wanton misconduct of The Developer (a) releases the City, City and its governing body members, officers, agents, including the independent contractors, consultants and legal counsel, servants and employees thereof (hereinaftercollectively, for purposes of this Section, collectively the “"Indemnified Parties”)") from, (b) covenants and agrees that the Indemnified Parties shall not be liable for, and (c) agrees to indemnify and hold harmless the Indemnified Parties against, any claim, cause of action, suit or liability for loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the Project or on the Development Property, except to the extent such loss, damage, injury or death is caused by the negligence or other wrongful acts of the Indemnified Parties. (2) Except for any willful misrepresentation or any willful or wanton misconduct or negligence of the Indemnified Parties, the Developer agrees to protect and defend the Indemnified Parties, now and forever, and further agrees to hold the aforesaid harmless from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising from the actions or inactions of the Developer (or if other persons acting on its behalf or under its direction or control) under this Agreement, or the transactions contemplated hereby or the acquisition, construction, installation, ownership, and operation of the Minimum ImprovementsProject; provided, that this indemnification shall not apply to the warranties made or obligations undertaken by the City in this Agreement or to any actions undertaken by the City which are not contemplated by this Agreement, Agreement but shall, in any event and without regard to any fault on the part of the City, shall apply to any pecuniary loss or penalty (including interest thereon from the date the loss is incurred or penalty is paid by the City at a rate equal to the prime rate as announced from time to time by Xxxxx Fargo Bank in Minneapolis, MNPrime Rate) as a result of the Minimum Improvements Project causing the Tax Increment District to not qualify or cease to qualify as a “redevelopment tax increment district” " under Minn. Stat. §Section 469.174, subdivision 10(a)(1Subdivision 10, of the Act and Section 469.176, Subdivision 4(j), or to violate limitations as to the use of Tax Increments as set forth in Section 469.176, Subdivision 4(j). (23) All covenants, stipulations, promises, agreements and obligations of the City contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the City and not of any governing body member, officer, agent, servant or employee of the City, as the case may be.

Indemnification of City. (1) Except for any willful misrepresentation or any willful or wanton misconduct of CPMC shall indemnify, reimburse, and hold harmless the City, City and its governing body members, officers, agents, including the independent contractors, consultants and legal counsel, servants agents and employees thereof (hereinafterthe "City Parties") from and, for purposes of this Sectionif requested, collectively the “Indemnified Parties”)shall defend them against any and all loss, the Developer agrees to protect and defend the Indemnified Partiescost, now and foreverdamage, injury, liability, and further agrees to hold the aforesaid harmless from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever claims ("Losses") arising or purportedly resulting directly or indirectly from (i) any third party claim arising from the actions or inactions of the Developer (or if other persons acting on its behalf or under its direction or control) a default by CPMC under this Agreement, (ii) CPMC's failure to comply with any Approval, Subsequent Approval or Non-City Approval, (iii) the failure of any improvements constructed pursuant to the Approvals or Subsequent Approvals to comply with any Federal or State Laws, the Existing Standards or any permitted Future Changes to Existing Standards, (iv) any accident, bodily injury, death, personal injury or loss of or damage to property occurring on a Project Site (or off-site, with regard to the Public Improvements) in connection with the construction by CPMC or its agents or contractors of any improvements pursuant to the Approvals, Subsequent Approvals or this Agreement, (v) a Third-Party Challenge instituted against the City or any of the City Parties, (vi) any dispute between CPMC, its contractors or subcontractors relating to the construction of any part of the Project, and (vii) any dispute between CPMC and any Transferee or any subsequent owner of any of the Project Sites relating to any assignment of this Agreement or the transactions contemplated hereby obligations that run with the land, or any dispute between CPMC and any Transferee or other person relating to which party is responsible for performing certain obligations under this Agreement, each regardless of the negligence of and regardless of whether liability without fault is imposed or sought to be imposed on the City or any of the City Parties, except to the extent that such indemnity is void or otherwise unenforceable under applicable Law, and except to the extent such Loss is the result of the negligence or willful misconduct of the City Parties. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants' fees and experts and related costs, and the City's reasonable cost of investigating any claims against the City or the acquisition, construction, installation, ownership, and operation of the Minimum Improvements; provided, that this indemnification shall not apply to the warranties made or obligations undertaken by the City Parties. All indemnifications set forth in this Agreement shall survive the expiration or to any actions undertaken by the City which are not contemplated by termination of this Agreement, but shallto the extent such indemnification obligation arose from an event occurring before the expiration or termination of this Agreement. To the extent the indemnifications relate to CPMC's obligations that survive the expiration or City's rights and obligations under the Public Health and Safety Exception or Federal and State Law Exception. Nothing in this Agreement shall preclude the City from applying Future Changes to Existing Standards to the Project Sites for any development project not within the definition of the "Project" under this Agreement. In addition, nothing in this Agreement shall preclude CPMC from pursuing any event and without regard challenge to the application of any fault on the Future Changes to Existing Standards to all or part of the City, apply to any pecuniary loss or penalty (including interest thereon from the date the loss is incurred or penalty is paid by the City at a rate equal to the prime rate as announced from time to time by Xxxxx Fargo Bank in Minneapolis, MN) as a result of the Minimum Improvements causing the Tax Increment District to not qualify or cease to qualify as a “redevelopment tax increment district” under Minn. Stat. §469.174, subdivision 10(a)(1)Project SiteSites. (2) All covenants, stipulations, promises, agreements and obligations of the City contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the City and not of any governing body member, officer, agent, servant or employee of the City, as the case may be.

Indemnification of City. ‌ (1) Except for any willful misrepresentation or any willful or wanton misconduct of The Developer releases from and covenants and agrees that the City, its governing body members, officers, agents, including the independent contractors, consultants and legal counsel, servants and employees thereof (hereinafter, for purposes of this Section, collectively the “"Indemnified Parties”)") shall not be liable for and agrees to indemnify and hold harmless the Indemnified Parties against any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the Project, provided that the foregoing indemnification shall not be effective for any actions of the Indemnified Parties that are not contemplated by this Agreement. (2) Except for any willful misrepresentation or any willful or wanton misconduct of the Indemnified Parties, the Developer agrees to protect and defend the Indemnified Parties, now and forever, and further agrees to hold the aforesaid harmless from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising from the actions or inactions of the Developer (or if other persons acting on its behalf or under its direction or control) under this Agreement, or the transactions contemplated hereby or the acquisition, construction, installation, ownership, and operation of the Minimum ImprovementsProject; provided, that this indemnification shall not apply to the warranties made or obligations undertaken by the City in this Agreement or to any actions undertaken by the City which are not contemplated by this Agreement, Agreement but shall, in any event and without regard to any fault on the part of the City, apply to any pecuniary loss or penalty (including interest thereon from the date the loss is incurred or penalty is paid by the City at a rate equal to the prime rate as announced from time to time by Xxxxx Fargo Bank in Minneapolis, MNPrime Rate) as a result of the Minimum Improvements causing Developer operating the Project so that the Tax Increment District to does not qualify or cease to qualify as a “"redevelopment tax increment district” " under Minn. Stat. §Section 469.174, subdivision 10(a)(1)Subdivision 10, of the Act, or (ii) to violate limitations as to the use of Tax Increments as set forth in Section 469.176, Subdivision 4j. (23) All covenants, stipulations, promises, agreements and obligations of the City contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the City and not of any governing body member, officer, agent, servant or employee of the City, as the case may be.

Indemnification of City. (1) Except for any willful misrepresentation or any willful or wanton misconduct of Developer shall indemnify, reimburse, and hold harmless the City, City and its governing body members, officers, agents, including the independent contractors, consultants and legal counsel, servants agents and employees thereof (hereinafter, for purposes of this Section, collectively the “Indemnified City Parties”)) from any and all loss, the Developer agrees to protect and defend the Indemnified Partiescost, now and foreverdamage, injury, liability, and further agrees to hold the aforesaid harmless from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever claims (“Losses”) arising or purportedly resulting directly or indirectly from (i) any third party claim arising from the actions or inactions of the a Default by Developer (or if other persons acting on its behalf or under its direction or control) under this Agreement, (ii) Developer’s failure to comply with any Approval, Later Approval or Non-City Approval, (iii) the failure of any improvements constructed pursuant to the Approvals or Later Approvals to comply with any Federal or State Laws, the Existing Standards or any permitted New City Laws, (iv) a Third- Party Challenge instituted against the City or any of the City Parties, (vi) any dispute between Developer, its contractors or subcontractors relating to the construction of any part of the Project, and (vii) any dispute between Developer and any Transferee or any subsequent owner of any of the Project Site relating to any assignment of this Agreement or the transactions contemplated hereby obligations that run with the land, or any dispute between Developer and any Transferee or other person relating to which party is responsible for performing certain obligations under this Agreement, except to the extent that any of the foregoing indemnification obligations is void or otherwise unenforceable under applicable Law, and except to the extent such Loss is the result of the negligence or willful misconduct of the City Parties. The foregoing indemnity shall include , without limitation, reasonable attorneys’ fees and costs and the City’s reasonable cost of investigating any claims against the City or the acquisition, construction, installation, ownership, and operation of the Minimum Improvements; provided, that this indemnification shall not apply to the warranties made or obligations undertaken by the City Parties. All indemnifications set forth in this Agreement shall survive the expiration or to any actions undertaken by the City which are not contemplated by termination of this Agreement, but shallto the extent such indemnification obligation arose from an event occurring before the expiration or termination of this Agreement. To the extent the indemnifications relate to Developer’s obligations that survive the expiration or termination of this Agreement, in any event and without regard to any fault on the part indemnifications shall survive for the term of the City, apply to any pecuniary loss or penalty applicable obligation plus four (including interest thereon from the date the loss is incurred or penalty is paid by the City at a rate equal to the prime rate as announced from time to time by Xxxxx Fargo Bank in Minneapolis, MN4) as a result of the Minimum Improvements causing the Tax Increment District to not qualify or cease to qualify as a “redevelopment tax increment district” under Minn. Stat. §469.174, subdivision 10(a)(1)years. (2) All covenants, stipulations, promises, agreements and obligations of the City contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the City and not of any governing body member, officer, agent, servant or employee of the City, as the case may be.

Indemnification of City. (1) Except for any willful misrepresentation or any willful or wanton misconduct of The Developer releases from and covenants and agrees that the City, its and their governing body bodies’ members, officers, agents, including the independent contractors, consultants and legal counsel, servants and employees thereof (hereinafter, for purposes of this Section, collectively the “Indemnified Parties”)) shall not be liable for and agrees to indemnify and hold harmless the Indemnified Parties against any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the Project, or any other loss, cost expense, or penalty, except to the extent caused by any willful misrepresentation or any willful or wanton misconduct of the Indemnified Parties. (2) Except for any willful misrepresentation or any willful or wanton misconduct of the Indemnified Parties, the Developer agrees to protect and defend the Indemnified Parties, now and forever, and further agrees to hold the aforesaid harmless from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising from the actions or inactions of the Developer (or if other persons acting on its behalf or under its direction or control) under this Agreement, or the transactions contemplated hereby or the acquisition, construction, installation, ownership, and operation of the Minimum ImprovementsProject; providedincluding, that this indemnification shall not apply to the warranties made or obligations undertaken by the City in this Agreement or to any actions undertaken by the City which are not contemplated by this Agreementwithout limitation, but shall, in any event and without regard to any fault on the part of the City, apply to any pecuniary loss or penalty (including interest thereon at the rate of 5% per annum from the date the such loss is incurred or penalty is paid by the City at a rate equal to the prime rate as announced from time to time by Xxxxx Fargo Bank in Minneapolis, MNCity) as a result of the Minimum Improvements causing Project failing to cause the Tax Increment TIF District to not qualify or cease to qualify as a “redevelopment tax increment housing district” under Minn. Stat. §Section 469.174, subdivision 10(a)(1)Subdivision 11, of the Act, or to violate limitations as to the use of Tax Increments as set forth in Section 469.176, subd. 4d. (23) All covenants, stipulations, promises, agreements and obligations of the City contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the City and not of any governing body member, officer, agent, servant or employee of the City, as the case may be.