Common use of INDEMNITY AND SECURITY Clause in Contracts

INDEMNITY AND SECURITY. 22.1 The Developer shall indemnify and save harmless the Town from any and all losses, costs, damages, actions, causes of action, suits, claims and demands resulting from anything done or omitted to be done by the Developer in pursuance or purported pursuance of this Agreement. 22.2 The Developer covenants and agrees that it shall carry comprehensive liability insurance and that the following provisions shall apply to such insurance: (a) the Town shall be a named insured in all public liability policies; (b) all policies shall provide that an event of default on the part of the Developer, its servants or agents, shall not be an event of default on the part of the Town; (c) none of the policies shall be cancelled unless THIRTY (30) days prior written notice of cancellation is first given to the Town; (d) copies of all policies of insurance shall immediately be provided to the Town upon written request by the Town; (e) the insurance policies shall have the following minimum limits of coverage: (Recommend confirming sufficiency of amounts with the Town insurer) (i) Public Liability or Property Damage - Bodily Injury - each person TWO MILLION ($2,000,000.00) DOLLARS; each accident FOUR MILLION ($4,000,000.00) DOLLARS - Property Damage (aggregate) each accident FIVE HUNDRED THOUSAND ($500,000.00) DOLLARS; (these amounts may need to be increased) (ii) Automobile Public Liability and Third Party Property Damage - Owned and Non-Owned Vehicles – Bodily Injury - each person TWO MILLION ($2,000,000.00) DOLLARS; each accident FOUR MILLION ($4,000,000.00) DOLLARS - Property Damage, each accident FIVE HUNDRED THOUSAND ($500,000.00) DOLLARS. 22.3 In order to ensure to the Town full compliance by the Developer with the terms, covenants and conditions of this Agreement, the Developer hereby covenants and agrees that it shall deliver and deposit with the Town security in the form hereinafter prescribed and that the following provisions, inclusive of Schedule "H", shall apply to determining the amount of the security and the time or times at which the security shall be deposited with the Town: (a) the security shall be deposited by the Developer with the Town upon the execution of this Agreement; (b) the security provided shall be an amount equal to the sum of the following amounts: (i) FIFTY (50%) percent of the estimated costs of constructing and installing Municipal Improvements listed in paragraphs (a), (b), (c), (d), (e), of Schedule "C" attached to this Agreement which shall be reduced to TEN (10%) Percent after the issuance of CCC’s; ONE HUNDRED (100%) percent of the estimated costs of constructing and installing Municipal Improvements listed in paragraphs (f), (k), (m), (n), of Schedule "C" attached to this Agreement which shall be reduced to FIFTY (50%) Percent after issuance of the CCC’s; ONE HUNDRED AND FIFTY (150%) percent of the estimated costs of constructing and installing Municipal Improvements listed in paragraphs (j), (l), (p), of Schedule "C" attached to this Agreement which shall be reduced to ONE HUNDRED (100%) Percent after the issuance of CCC’s; and FIFTY (50%) percent of the estimated costs of constructing and installing Municipal Improvements listed in paragraphs (g), (h), (i), (o), of Schedule "C" attached to this Agreement which shall be reduced to ZERO (0%) Percent after the issuance of the CCC’s; and (c) for purposes of this paragraph 22.3, the estimated costs for the Municipal Improvements shall be determined as follows: (i) where actual tendered costs are available, the tendered costs shall be used; (ii) where actual tendered costs are not available, the Developer's Consultant shall prepare cost estimates which shall be submitted to the Town for approval, and if approved by the Town, such cost estimates shall be used. 22.4 It is understood and agreed by the Developer that the Developer shall, during the currency of this Agreement (including the Guarantee Period for the Municipal Improvements prescribed by this Agreement), maintain in full force and effect all security and liability insurance prescribed herein. 22.5 The said security as above referred to shall consist of an Irrevocable Letter of Credit issued by a Chartered Bank or the Treasury Branch, or such other security as may be approved by the solicitors for the Town; PROVIDED, that all security shall be in terms and form to be approved by the Town's solicitors as per schedule M. 22.6 Any Irrevocable Letter of Credit provided as security by the Developer shall contain a covenant by the issuer that if the issuer has not received a release from the Town SIXTY (60) days prior to the expiry date of the security, then the security shall automatically be renewed, upon the same terms and conditions, for a further period of ONE (1) year. 22.7 Any security or insurance herein required to be deposited by the Developer may be required to be increased or decreased by the Town upon written notice to the Developer at any time during the currency of this Agreement if it shall appear to the Town in its discretion that the security or insurance deposited is excessive or insufficient in relation to the costs or protection to the Town, for which security or insurance has been provided. 22.8 The amount of security and insurance to be provided by the Developer to the Town may, in the sole and absolute discretion of the Town, be reduced on application by the Developer upon the Developer having received a Construction Completion Certificate or Final Acceptance Certificate for the Municipal Improvements so completed; PROVIDED, that, after the issuance of any Construction Completion Certificates and prior to the issuance of Final Acceptance Certificates for all of the Municipal Improvements, the security shall not be less than the amounts set out in section 22.3 (b) of this agreement based on the estimated costs of constructing and installing the municipal services. 22.9 In the event that the Town is of the opinion that: (a) a default by the Developer has not been rectified by the Developer in accordance with the provisions of this Agreement. (b) a default by the Developer has been rectified by the Town in accordance with the provisions of this Agreement and the Developer has failed to pay the costs and expenses of such rectification within THIRTY (30) days after receipt from the Town of an account therefor; (c) emergency repair work has been done to Municipal Improvements by the Town in accordance with the provisions of this Agreement and the Developer fails to pay the costs and expenses of such repair work within THIRTY (30) days after receipt from the Town of an account therefor; (d) the Developer by any act or omission is in default of any term, condition or covenant of this Agreement; (e) the security to be provided by the Developer to the Town pursuant to this Agreement is due to expire within a period of SIXTY (60) days and the Developer has not deposited with the Town a renewal or replacement of such security in terms and form acceptable to the Town's solicitors; the Town may invoke the provisions of this Section, and make demands as payee and beneficiary under the Irrevocable Letter of Credit provided by the Developer to the Town pursuant to the requirements of this Agreement. 22.10 In the event that the Town has negotiated or called upon the security to be deposited by the Developer with the Town in circumstances where the said security was due to expire within the said SIXTY (60) day period, then the Town shall be entitled to hold any funds thereby obtained in lieu of the security which has been negotiated or called upon. 22.11 In the event that the Town has negotiated or called upon the security to be deposited by the Developer with the Town, the Town may, at its option and discretion, use any funds thereby obtained in any manner the Town deems fit to discharge the obligations of the Developer pursuant to this Agreement.

INDEMNITY AND SECURITY. 22.1 The Developer shall indemnify and save harmless the Town Municipality from any and all losses, costs, damages, actions, causes of action, suits, claims and demands resulting from anything done or omitted to be done by the Developer in pursuance or purported pursuance of this Agreement. 22.2 The Developer covenants and agrees that it shall carry comprehensive liability insurance and that the following provisions shall apply to such insurance: (a) the Town Municipality shall be a named an additional insured in all public liability policies; (b) all policies shall provide that an event of default on the part of the Developer, its servants or agents, shall not be an event of default on the part of the TownMunicipality; (c) none of the policies shall be cancelled unless THIRTY Thirty (30) days prior written notice of cancellation is first given to the TownMunicipality; (d) copies of all policies of insurance shall immediately be provided to the Town Municipality upon written request by the Town;execution of this Agreement; and (e) the insurance policies shall have the following minimum limits of coverage: (Recommend confirming sufficiency coverage of amounts with the Town insurer) (i) Public Liability or Property Damage - Bodily Injury - each person TWO MILLION not less than Five Million ($2,000,000.005,000,000.00) DOLLARS; each accident FOUR MILLION ($4,000,000.00) DOLLARS - Property Damage (aggregate) each accident FIVE HUNDRED THOUSAND ($500,000.00) DOLLARS; (these amounts may need dollars per occurrence for such period as the Developer has any rights or obligations hereunder with respect to be increased) (ii) Automobile Public Liability the Development Area, and Third Party Property Damage - Owned a comprehensive liability policy, including extended coverage and Non-Owned Vehicles – Bodily Injury - each person TWO MILLION ($2,000,000.00) DOLLARS; each accident FOUR MILLION ($4,000,000.00) DOLLARS - Property Damagemalicious damage endorsement, each accident FIVE HUNDRED THOUSAND ($500,000.00) DOLLARS.as per industry standard, insuring the full value of the work undertaken by the Developer pursuant to this Agreement 22.3 In order to ensure to the Town Municipality full compliance by the Developer with the terms, covenants and conditions of this Agreement, the Developer hereby covenants and agrees that it shall deliver and deposit with the Town Municipality, security in the form hereinafter prescribed and that the following provisions, inclusive of Schedule "H", provisions shall apply to determining the amount of the security and the time or times at which the security shall be deposited with the TownMunicipality: (a) the security shall be deposited by the Developer with the Town upon the execution of this Agreement; , the Developer shall deposit with the Municipality security in the amount of Twenty- five (b) the security provided shall be an amount equal to the sum of the following amounts: (i) FIFTY (5025%) percent of the estimated costs of constructing and installing all the Municipal Improvements listed in paragraphs (a)Improvements, including Landscaping, required for the Development Area and such other amounts as are required elsewhere under the provisions of this Agreement; (b)) subject to Section 22.8, the Developer shall deposit with the Municipality further security in the amount of: (c), i) seventy-five (d), (e), of Schedule "C" attached to this Agreement which shall be reduced to TEN (1075%) Percent after the issuance of CCC’s; ONE HUNDRED percent (totaling One Hundred (100%) percent percent) of the estimated costs of constructing and installing Municipal Improvements listed final asphalt lift, if final asphalt lift has not yet been granted Final Acceptance Certificate, required for the Development Area, at the time the Developer submits to the Municipality for endorsement the Plan of Subdivision in paragraphs (f), (k), (m), (n), of Schedule "C" attached to this Agreement which shall be reduced to FIFTY (50%) Percent after issuance respect of the CCC’sDevelopment Area; ONE HUNDRED AND FIFTY and (150ii) seventy-five (75%) percent (totaling One Hundred (100%) percent) of the estimated costs of constructing and installing Municipal Improvements listed Landscaping, if Landscaping has not yet been granted Final Acceptance Certificate, required for the Development Area, at the time the Developer submits to the Municipality for endorsement the Plan of Subdivision in paragraphs (j), (l), (p), of Schedule "C" attached to this Agreement which shall be reduced to ONE HUNDRED (100%) Percent after the issuance of CCC’s; and FIFTY (50%) percent respect of the estimated costs of constructing and installing Municipal Improvements listed in paragraphs (g), (h), (i), (o), of Schedule "C" attached to this Agreement which shall be reduced to ZERO (0%) Percent after the issuance of the CCC’sDevelopment Area; and (c) for purposes of this paragraph 22.3Section, the estimated costs cost for the Municipal Improvements shall be determined as follows: (i) if known at the time that this Agreement is made, as set out in Schedule “F” of this Agreement; (ii) if unknown at the time that this Agreement is made, where actual tendered costs are available, available the tendered costs shall be used; (iiiii) where actual tendered costs are not available, the Developer's Consultant shall prepare cost estimates which shall be submitted to the Town Municipality for approvalapproval together with all applicable background documentation, and if approved by the TownMunicipality, such cost estimates shall be used; and (iv) where actual tendered costs are not available, and the Developer and the Developer's Consultant has not provided estimates for the Municipality to approve, the Municipality may establish estimated costs in its sole discretion for the purposes of establishing the required security. 22.4 It is understood and agreed by the Developer that the Developer shall, during the currency of this Agreement (including the Guarantee Period for the Municipal Improvements prescribed by this Agreement), maintain in full force and effect all security and liability insurance prescribed herein. 22.5 The said security as above referred to above shall consist of of: (a) an “Irrevocable Letter of Credit Credit” issued by a “Chartered Bank Bank” or the “Treasury Branch”, or such other security as may be approved by the solicitors for Municipality; or (b) a cash security deposit account; or (c) a development bond; or combination thereof, in the Townamount of the security required from time to time as described above; PROVIDED, that all security shall be in terms and form to be approved by the TownMunicipality's solicitors as per schedule M.solicitors. Provided further that the Developer covenants and agrees that upon the occurrence of a default on the part of the Developer under this Agreement, the Municipality may, at its option and without limiting any of its other remedies, accelerate and require payment in full of the security amount that would otherwise be required for a cash security deposit account, and such obligation shall be secured by the mortgage charge and/or encumbrance. 22.6 Any Irrevocable Letter of Credit provided as security by the Developer shall contain provisions for either: (a) a covenant by the issuer that if the issuer has not received a release from the Town SIXTY Municipality Thirty (6030) days prior to the expiry date of the security, then the security shall automatically be renewed, upon the same terms and conditions, for a further period of ONE One (1) year. 22.7 Any security or insurance herein required to be deposited by the Developer may be required to be increased or decreased by the Town upon written notice to the Developer at any time during the currency of this Agreement if it shall appear to the Town in its discretion that the security or insurance deposited is excessive or insufficient in relation to the costs or protection to the Town, for which security or insurance has been provided. 22.8 The amount of security and insurance to be provided by the Developer to the Town may, in the sole and absolute discretion of the Town, be reduced on application by the Developer upon the Developer having received a Construction Completion Certificate or Final Acceptance Certificate for the Municipal Improvements so completed; PROVIDED, that, after the issuance of any Construction Completion Certificates and prior to the issuance of Final Acceptance Certificates for all of the Municipal Improvements, the security shall not be less than the amounts set out in section 22.3 (b) of this agreement based on the estimated costs of constructing and installing the municipal services. 22.9 In the event that the Town is of the opinion that: (a) a default by the Developer has not been rectified by the Developer in accordance with the provisions of this Agreement.or (b) a default by right on the Developer part of the Municipality to draw upon the full amount of the Irrevocable Letter of Credit, or any portion thereof, in the event that the Municipality has been rectified by the Town in accordance with the provisions of this Agreement and the Developer has failed to pay the costs and expenses of such rectification within THIRTY (30) days after receipt from the Town not received a replacement letter, or confirmation of an account therefor; (c) emergency repair work has been done to Municipal Improvements by extension or renewal of the Town in accordance with the provisions of this Agreement and the Developer fails to pay the costs and expenses of such repair work within THIRTY (30) days after receipt from the Town of an account therefor; (d) the Developer by any act or omission is in default of any termexisting letter, condition or covenant of this Agreement; (e) the security to be provided by the Developer to the Town pursuant to this Agreement is due to expire within a period of SIXTY at least Sixty (60) days and the Developer has not deposited with the Town a renewal or replacement of such security in terms and form acceptable prior to the Town's solicitors; expiry of the Town may invoke the provisions of this Section, and make demands security. 22.7 Any performance bond provided as payee and beneficiary under the Irrevocable Letter of Credit provided security by the Developer to the Town pursuant to the requirements of this Agreement. 22.10 In the event that the Town has negotiated or called upon the security to shall be deposited by the Developer in a form consistent with the Town in circumstances where the said security was due to expire within the said SIXTY (60) day period, then the Town shall be entitled to hold any funds thereby obtained in lieu of the security which has been negotiated or called upon. 22.11 In the event that the Town has negotiated or called upon the security to be deposited by the Developer with the Town, the Town may, at its option and discretion, use any funds thereby obtained in any manner the Town deems fit to discharge the obligations of the Developer pursuant to this Agreement.Guidelines for Establishing Security for Development Agreements

INDEMNITY AND SECURITY. 22.1 24.1. The Developer shall indemnify and save harmless the Town City from any and all losses, costs, damages, actions, causes of action, suits, claims and demands resulting from anything done or omitted to be done by the Developer in pursuance or purported pursuance of this Agreement. 22.2 24.2. The Developer covenants and agrees that it shall carry comprehensive liability insurance and that the following provisions shall apply to such insurance: (a) the Town City shall be a named an additional insured in all public liability policies; (b) all policies shall provide that an event of default on the part of the Developer, its servants or agents, shall not be an event of default on the part of the TownCity; (c) none of the policies shall be cancelled unless THIRTY Thirty (30) days prior written notice of cancellation is first given to the TownCity; (d) copies of all policies of insurance shall immediately be provided to the Town City upon written request by the Town;execution of this Agreement; and (e) the insurance policies shall have the following minimum limits of coverage: (Recommend confirming sufficiency coverage of amounts with the Town insurer) (i) Public Liability or Property Damage - Bodily Injury - each person TWO not less than FIVE MILLION DOLLARS ($2,000,000.005,000,000.00) DOLLARS; each accident FOUR MILLION ($4,000,000.00) DOLLARS - Property Damage (aggregate) each accident FIVE HUNDRED THOUSAND ($500,000.00) DOLLARS; (these amounts may need per occurrence for such period as the Developer has any rights or obligations hereunder with respect to be increased) (ii) Automobile Public Liability the Development Area, and Third Party Property Damage - Owned a comprehensive liability policy, including extended coverage and Non-Owned Vehicles – Bodily Injury - each person TWO MILLION ($2,000,000.00) DOLLARS; each accident FOUR MILLION ($4,000,000.00) DOLLARS - Property Damagemalicious damage endorsement, each accident FIVE HUNDRED THOUSAND ($500,000.00) DOLLARSas per industry standard, insuring the full value of the work undertaken by the Developer pursuant to this Agreement. 22.3 24.3. In order to ensure to the Town City full compliance by the Developer with the terms, covenants and conditions of this Agreement, the Developer hereby covenants and agrees that it shall deliver and deposit with the Town City, security in the form hereinafter prescribed and that the following provisions, inclusive of Schedule "H", provisions shall apply to determining the amount of the security and the time or times at which the security shall be deposited with the TownCity: (a) the security shall be deposited by the Developer with the Town upon City concurrent with the execution issue of this Agreementthe Notice to Proceed and prior to the commencement of construction for each phase of development; (b) the security provided in respect of the Development Area, shall be an in the amount equal calculated and attached as Schedule “K” to this Agreement, based on the estimated value of the Municipal Improvements to be constructed, to secure the performance of the Developer’s obligations pursuant to this Agreement; (c) If Notice to Proceed is not issued within SIX MONTHS of the date of this agreement, the developer will be required to submit new construction estimates to the sum City at the date of the following amounts: (i) FIFTY (50%) percent of Notice to Proceed is requested, to reflect the estimated costs of constructing the landscaping and installing Municipal Improvements listed local improvements at the that time. The securities required to be provided by the Developer shall be based upon those estimates, as approved by the City, rather than the amounts stated in paragraphs (aParagraph 23.3(b), (b), (c), . (d), (e), of Schedule "C" attached to this Agreement which shall be reduced to TEN (10%) Percent after the issuance of CCC’s; ONE HUNDRED (100%) percent of the estimated costs of constructing and installing Municipal Improvements listed in paragraphs (f), (k), (m), (n), of Schedule "C" attached to this Agreement which shall be reduced to FIFTY (50%) Percent after issuance of the CCC’s; ONE HUNDRED AND FIFTY (150%) percent of the estimated costs of constructing and installing Municipal Improvements listed in paragraphs (j), (l), (p), of Schedule "C" attached to this Agreement which shall be reduced to ONE HUNDRED (100%) Percent after the issuance of CCC’s; and FIFTY (50%) percent of the estimated costs of constructing and installing Municipal Improvements listed in paragraphs (g), (h), (i), (o), of Schedule "C" attached to this Agreement which shall be reduced to ZERO (0%) Percent after the issuance of the CCC’s; and (c) for purposes of this paragraph 22.3Section, the estimated costs cost for the Municipal Improvements shall be determined as follows: (i) if known at the time that this Agreement is made, as set out in Schedule “K” of this Agreement; (ii) if unknown at the time that this Agreement is made, where actual tendered costs are available, available the tendered costs shall be used; (iiiii) where actual tendered costs are not available, the Developer's Consultant shall prepare cost estimates which shall be submitted to the Town Municipality for approvalapproval together with all applicable background documentation, and if approved by the TownMunicipality, such cost estimates shall be used; and (iv) where actual tendered costs are not available, and the Developer and the Developer's Consultant has not provided estimates for the Municipality to approve, the Municipality may establish estimated costs in its sole discretion for the purposes of establishing the required security. 22.4 24.4. It is understood and agreed by the Developer that the Developer shall, during the currency of this Agreement (including the Guarantee Maintenance Period for the Municipal Improvements prescribed by this Agreement), maintain in full force and effect all security and liability insurance prescribed herein. 22.5 24.5. The said security as above referred to above shall consist of of: (a) an “Irrevocable Letter of Credit Credit” issued by a “Chartered Bank Bank” or the “Treasury Branch”, or such other security as may be approved by the solicitors for the TownCity; or (b) a cash security deposit account; or combination thereof, in the amount of the security required from time to time as described above; PROVIDED, that all security shall be in terms and form to be approved by the TownCity's solicitors as per schedule M.solicitors. Provided further that the Developer covenants and agrees that upon the occurrence of a default on the part of the Developer under this Agreement, the City may, at its option and without limiting any of its other remedies, accelerate and require payment in full of the security amount that would otherwise be required for a cash security deposit account, and such obligation shall be secured by the mortgage charge and/or encumbrance. 22.6 Any 24.6. The said security shall in terms and form to be approved by the City that shall contain the following terms and provisions: (a) Letters of Credit shall not have an expiry date; (b) a statement that the said irrevocable letter of credit is issued in favour of the City in consideration of the City entering into this Agreement with the named customer of the issuing bank; (c) an acknowledgment by the issuing bank that it has full knowledge of the terms, covenants and conditions of this Agreement; (d) an acknowledgment by the issuing bank that it has full knowledge that the issuing of the said Irrevocable Letter of Credit provided as security was and is a condition precedent to the execution of this Agreement by the Developer shall contain a covenant City; and, (e) an acknowledgment by the issuer issuing bank that if the issuer has not received a release from City shall be entitled to draw on the Town SIXTY (60) days prior said Irrevocable Letter of Credit in accordance with the provisions of this Agreement, and an undertaking by the issuing bank to promptly honour and pay draws made by the expiry date City. 24.7. Upon endorsement of the securityConstruction Completion Certificate (Schedule “M”), then the security shall automatically be renewed, upon the same terms and conditions, for a further period of ONE (1) year. 22.7 Any security or insurance herein required to be deposited by the Developer may be required make application to be increased or decreased have the security amount reduced by the Town upon written notice an amount equal to the Developer at any time during ratio of the currency of this Agreement if it shall appear work completed to the Town in its discretion that original cost of the security or insurance deposited is excessive or insufficient in relation work, expressed as a percentage. This percentage will not be reduced to less than 10% of the costs or protection to original estimate through the Town, two (2) year maintenance period for which security or insurance has been providedunderground Local Improvements and two (2) years for surface Local Improvements. 22.8 24.8. The amount of security and insurance to be provided by the Developer to the Town mayCity may be reduced, in the sole and absolute discretion of the TownCity. In any event, be reduced on application by upon expiration of the Developer upon Maintenance Period and after issuance of the Developer having received a Construction Completion Certificate or Final Acceptance Certificate for of all the Municipal Improvements so completed; PROVIDEDthe City shall release the security of the Developer. 24.9. Upon endorsement of the Landscaping Completion Certificate for the Development Area, that, after the issuance of any Construction Completion Certificates and prior Developer may make application to have the security amount reduced by an amount equal to the issuance of Final Acceptance Certificates for all ratio of the Municipal Improvementswork completed to the original cost of the work, the security shall expressed as a percentage. This percentage will not be reduced to less than 20% of the amounts set out in section 22.3 original estimate through the two (b2) of this agreement based on the estimated costs of constructing and installing the municipal servicesgrowing season maintenance period for landscaping. 22.9 24.10. In the event that the Town is of the opinion that: (a) a default by the Developer City has not been rectified by the Developer in accordance with the provisions of this Agreement. (b) a default by the Developer has been rectified by the Town in accordance with the provisions of this Agreement and the Developer has failed to pay the costs and expenses of such rectification within THIRTY (30) days after receipt from the Town of an account therefor; (c) emergency repair work has been done to Municipal Improvements by the Town in accordance with the provisions of this Agreement and the Developer fails to pay the costs and expenses of such repair work within THIRTY (30) days after receipt from the Town of an account therefor; (d) the Developer by any act negotiated, called upon, or omission is in default of any termotherwise received proceeds from, condition or covenant of this Agreement; (e) the security to be provided deposited by the Developer to the Town pursuant to this Agreement is due to expire for any reason contemplated within a period of SIXTY (60) days and the Developer has not deposited with the Town a renewal or replacement of such security in terms and form acceptable to the Town's solicitors; the Town may invoke the provisions of this Section, and make demands as payee and beneficiary under the Irrevocable Letter of Credit provided by the Developer to the Town pursuant to the requirements of this Agreement, then the City shall be entitled to hold and apply any such funds as a security deposit in lieu of the original security. 22.10 24.11. In the event that the Town City has negotiated or negotiated, called upon the security to be deposited by the Developer with the Town in circumstances where the said security was due to expire within the said SIXTY (60) day period, then the Town shall be entitled to hold any funds thereby obtained in lieu of the security which has been negotiated or called upon. 22.11 In the event that the Town has negotiated or called upon the security to be deposited by the Developer with the TownCity, the Town City may, at its option and discretion, use any funds thereby obtained in any manner the Town City deems fit to discharge the obligations of the Developer pursuant to this Agreement.

INDEMNITY AND SECURITY. 22.1 14.1 The Developer shall be liable to the Town and shall indemnify and save harmless the Town Town, its council, administration, employees, agents and contractors from and against any and all losses, costscosts (including, without restriction, all legal costs on a solicitor and his own client full indemnity basis), damages, actions, causes of action, suits, claims and demands resulting demands, whatsoever that may arise, directly or indirectly, from anything done any act or omitted to be done omission of the Developer, its employees, agents, contractors or those for whose actions the Developer is responsible for in law, in pursuance of this Agreement, including, without restriction, any default by the Developer in pursuance the due and punctual performance of any of its representations, warranties, covenants and agreements contained within this Agreement. A waiver of rights of subrogation against the Town for liability and property insurers shall be provided to the Town. Such indemnity shall survive completion or purported pursuance termination of this Agreement. 22.2 14.2 The Developer covenants and agrees that it shall carry comprehensive liability insurance with policy limits of not less than FIVE MILLION ($5,000,000.00) dollars per occurrence for such period as the Developer has any rights or obligations hereunder with respect to the Subdivision Area, and an all risk builders’ policy, including extended coverage and malicious damage endorsement, as per industry standard, insuring the full value of the Work, and naming the Town as an additional insured party. The Developer shall provide a certified copy of liability insurance policy to the Town FIFTEEN (15) DAYS prior to the Commencement of Constructions and shall ensure that the following provisions shall apply to such insurance: (a) policy provides for the Town shall be a named insured in all public liability policies; (b) all policies shall provide that an event of default on the part of the Developer, its servants or agents, shall not be an event of default on the part of the Town; (c) none of the policies shall be cancelled unless to receive THIRTY (30) days prior DAYS written notice of material change or cancellation is first given from the insurer. The limit of liability on the insurance policy shall not be construed as to be the limit that the Developer may be held liable for. The Policy shall be in a form and with an insurer acceptable to the Town; (d) copies of all policies of insurance shall immediately be provided to the Town upon written request by the Town; (e) the insurance policies shall have the following minimum limits of coverage: (Recommend confirming sufficiency of amounts with the Town insurer) (i) Public Liability or Property Damage - Bodily Injury - each person TWO MILLION ($2,000,000.00) DOLLARS; each accident FOUR MILLION ($4,000,000.00) DOLLARS - Property Damage (aggregate) each accident FIVE HUNDRED THOUSAND ($500,000.00) DOLLARS; (these amounts may need to be increased) (ii) Automobile Public Liability and Third Party Property Damage - Owned and Non-Owned Vehicles – Bodily Injury - each person TWO MILLION ($2,000,000.00) DOLLARS; each accident FOUR MILLION ($4,000,000.00) DOLLARS - Property Damage, each accident FIVE HUNDRED THOUSAND ($500,000.00) DOLLARS. 22.3 14.3 In order to ensure to the Town full compliance by the Developer with the terms, covenants and conditions of this Agreement, the Developer hereby covenants and agrees that it shall deliver and deposit with the Town Town, security in the form hereinafter prescribed in accordance with the Municipal Improvements Policy and that the following provisions, inclusive of Schedule "H", provisions shall apply to determining the amount of the security and the time or times at which the security shall be deposited with the Town: (a) the security shall be deposited by the Developer with the Town upon prior to the execution Town’s consent to and release of this Agreementa Plan of Subdivision for the Subdivision Area for registration at the Land Titles Office, and in any event prior to Commencement of Construction; (b) the security provided in respect of the Subdivision Area, shall be an amount equal to the sum in one of the following amountsforms: (i) FIFTY (50%) percent an irrevocable letter of credit payable to the estimated costs of constructing and installing Municipal Improvements listed in paragraphs (a), (b), (c), (d), (e), of Schedule "C" attached Town with a face amount equivalent to this Agreement which shall be reduced to TEN (10%) Percent after the issuance of CCC’s; an amount equaling ONE HUNDRED (100%) percent of the estimated costs cost of constructing and installing the Municipal Improvements listed in paragraphs Improvements, including Landscaping (fthe "Letter of Credit"), and such other amounts as are required elsewhere under the provisions of this Agreement; or (k)ii) for developers who have a proven track record within the Town of Taber where previous developments have no lingering deficiency issues and quality construction has occurred, an irrevocable letter of credit payable to the Town with a face amount equivalent to an amount equaling THIRTY (m), (n), of Schedule "C" attached to this Agreement which shall be reduced to FIFTY (50%) Percent after issuance of the CCC’s; ONE HUNDRED AND FIFTY (15030%) percent of the estimated costs cost of constructing and installing the Municipal Improvements listed in paragraphs Improvements, including Landscaping (jthe "Letter of Credit"), (l), (p), and such other amounts as are required elsewhere under the provisions of Schedule "C" attached to this Agreement which shall be reduced to ONE HUNDRED (100%) Percent after the issuance of CCC’s; and FIFTY (50%) percent of the estimated costs of constructing and installing Municipal Improvements listed in paragraphs (g), (h), (i), (o), of Schedule "C" attached to this Agreement which shall be reduced to ZERO (0%) Percent after the issuance of the CCC’s; andAgreement; (c) for purposes of this paragraph 22.3Section, the estimated costs cost for the Municipal Improvements shall be determined as follows: (i) if known at the time that this Agreement is made, as set out in Schedule "F" of this Agreement; (ii) if unknown at the time that this Agreement is made, where actual tendered costs are available, available the tendered costs shall be used; (iiiii) where actual tendered costs are not available, the Developer's Consultant shall prepare cost estimates which shall be submitted to the Town for approvalapproval together with all applicable background documentation, and if approved by the Town, such cost estimates shall be used; and (iv) where actual tendered costs are not available, and the Developer and the Developer's Consultant has not provided estimates for the Town to approve, the Town may establish estimated costs in its sole discretion for the purposes of establishing the required security. 22.4 14.4 It is understood and agreed by the Developer that the Developer shall, during the currency of this Agreement (including the Guarantee Period for the Municipal Improvements prescribed by this Agreement), maintain in full force and effect all security and liability insurance prescribed herein. 22.5 The said security as above referred to shall consist of an Irrevocable 14.5 In accordance with the Municipal Improvement Policy, the Letter of Credit shall comply with the following requirements of the Town: (a) the form and content of the Letter of Credit shall be acceptable to the Town or its solicitors, and otherwise comply with the Municipal Improvements Policy; (b) the Letter of Credit shall be issued by a Schedule 1 or 2 Chartered Bank or Bank, the Alberta Treasury Branch, or such other security financial institution as may be approved by the solicitors for the Town; PROVIDED, that all security shall be in terms and form to be approved by ; (c) the Town's solicitors as per schedule M. 22.6 Any Irrevocable Letter of Credit provided as security by the Developer shall contain terms that provide for either: (i) a covenant by the issuer that if the issuer has not received a release from the Town at least SIXTY (60) days prior to the expiry date of the securityLetter of Credit, then the security Letter of Credit shall automatically be renewed, upon the same terms and conditions, for a further period of ONE (1) year; or (ii) a right on the part of the Town to draw upon the full amount of the Letter of Credit, or any portion thereof, in the event that the Town has not received a replacement letter, or confirmation of an extension or renewal of the existing letter, at least SIXTY (60) days prior to the expiry of the Letter of Credit. 22.7 14.6 In regards to security providing under this Agreement, the following terms and conditions shall apply: (a) any cash security deposit, Letter of Credit, or other security required or otherwise provided by the Developer to the Town pursuant to this Agreement is hereby assigned and pledged to the Town as security for the performance of the Developer’s obligations as contemplated herein (such assignment and pledge to be perfected by possession and/or registration); (b) the Developer acknowledges having received a copy of this Agreement, and the security terms contemplated herein, and waives any right it may have to receive a copy of any Financing Statement or Financing Charge Statement in relation hereto; and (c) notwithstanding any other provision of this Agreement and further, without prejudice to any other right or remedy of the Town, the obligation of the Town or its solicitor to release any security deposit funds held by it under or in connection with this Agreement (including, without restriction, any cash deposit) is subject to the Town’s right to deduct or set off any amount which may be due by the Developer to the Town or the amount of any claim by the Town against the Developer under this Agreement (including, without limitation, the amount of any liquidated damages). Without limitation, if the Developer is in breach or default of any provision of this Agreement or of any provision of any contract with any project manager(s), subcontractor or supplier, and, after receiving notice thereof, the Developer does not promptly remedy such default or breach or commence and diligently prosecute the remedy of such breach or default, the Town may (but shall not be obligated to) take any measures it considers reasonably necessary to remedy such default or breach and any costs or liabilities incurred by the Town in respect thereof may be deducted from or set off against any amount(s) to be paid or released to the Developer under this Agreement. This provision shall survive the termination of this Agreement for any reason whatsoever. 14.7 Any security or insurance herein required to be deposited by the Developer may be required to be increased or decreased by the Town upon written notice to the Developer at any time during the currency of this Agreement if it shall appear to the Town in its discretion that the security or insurance deposited is excessive or insufficient in relation to the costs or protection to the Town, for which security or insurance has been provided. Without limiting the generality of the foregoing, the Town may require an increase in security if the Developer has failed to comply with the construction timetable approved in accordance with the Municipal Improvements Policy, or if the Developer has been issued a notice of default under Section 13. 22.8 14.8 The amount of security and insurance to be provided by the Developer to the Town may, in the sole and absolute discretion of the Town, be reduced on application by the Developer upon the Developer having received a Construction Completion Certificate or a Final Acceptance Certificate for the Municipal Improvements Improvements, or any of them, so completed; PROVIDED, thatPROVIDED THAT, after the issuance of any Construction Completion Certificates and prior to the issuance of Final Acceptance Certificates for all of the Municipal Improvements, the security maintained by the Town shall not be less than than: (a) FIFTEEN (15%) percent of the amounts set out in section 22.3 estimated costs of the Municipal Improvements which were the subject of the Construction Completion Certificate; (b) either ONE HUNDRED (100%) or THIRTY (30%) percent of this agreement based on the estimated costs of constructing and installing all of the municipal servicesMunicipal Improvements yet to be completed, being all those portions of the Municipal Improvements for which no Construction Completion Certificate has been issued (as per Section 14.3); and (c) TWENTY FIVE THOUSAND ($25,000.00) dollars. 22.9 In 14.9 The security requirement contained within this Agreement, and provided by the event that Developer, is without prejudice to the Developer’s responsibility under this Agreement. Nothing shall prevent the Town is of the opinion that: (a) a default by the Developer has not been rectified from demanding payment or performance by the Developer in accordance with excess of the provisions required security, and without having to call upon or otherwise exhaust its remedies in respect of this Agreementthe required security prior to making such demand. (b) a default by the Developer has been rectified by the Town in accordance with the provisions of this Agreement and the Developer has failed to pay the costs and expenses of such rectification within THIRTY (30) days after receipt from the Town of an account therefor; (c) emergency repair work has been done to Municipal Improvements by the Town in accordance with the provisions of this Agreement and the Developer fails to pay the costs and expenses of such repair work within THIRTY (30) days after receipt from the Town of an account therefor; (d) the Developer by any act or omission is in default of any term, condition or covenant of this Agreement; (e) the security to be provided by the Developer to the Town pursuant to this Agreement is due to expire within a period of SIXTY (60) days and the Developer has not deposited with the Town a renewal or replacement of such security in terms and form acceptable to the Town's solicitors; the Town may invoke the provisions of this Section, and make demands as payee and beneficiary under the Irrevocable Letter of Credit provided by the Developer to the Town pursuant to the requirements of this Agreement. 22.10 14.10 In the event that the Town has negotiated negotiated, called upon, or called upon otherwise received proceeds from, the security to be deposited by the Developer with the Town in circumstances where the said security was due to expire for any reason contemplated within the said SIXTY (60) day periodthis Agreement, then the Town shall be entitled to hold and apply any such funds thereby obtained as a security deposit in lieu of the security which has been negotiated or called uponoriginal security. 22.11 In the event that the Town has negotiated or called upon the security to be deposited by the Developer with the Town, the Town may, at its option and discretion, use any funds thereby obtained in any manner the Town deems fit to discharge the obligations of the Developer pursuant to this Agreement.

INDEMNITY AND SECURITY. 22.1 The Developer shall indemnify and save harmless the Town from any and all losses, costs, damages, actions, causes of action, suits, claims and demands resulting from anything done or omitted to be done by the Developer in pursuance or purported pursuance of this Agreement. 22.2 The Developer covenants and agrees that it shall carry comprehensive liability insurance and that the following provisions shall apply to such insurance: (a) the Town shall be a named insured in all public liability policies; (b) all policies shall provide that an event of default on the part of the Developer, its servants or agents, shall not be an event of default on the part of the Town; (c) none of the policies shall be cancelled unless THIRTY (30) days prior written notice of cancellation is first given to the Town; (d) copies of all policies of insurance shall immediately be provided to the Town upon written request by the Town; (e) the insurance policies shall have the following minimum limits of coverage: (Recommend confirming sufficiency : i. Commercial General Liability insurance policy, including contractual liability coverage, products and completed operations coverage and non-owned automobile liability extension, in an amount of amounts with the Town insurer) (i) Public Liability or Property Damage - Bodily Injury - each person TWO not less than FIVE MILLION ($2,000,000.005,000,000.00) DOLLARS; each accident FOUR DOLLARS inclusive limit for any one occurrence or claim made and annual aggregate inclusive limit of not less than TEN MILLION ($4,000,000.0010,000,000.00) DOLLARS - Property Damage (aggregate) each accident FIVE HUNDRED THOUSAND ($500,000.00) DOLLARS; (these amounts may need to be increased)for all occurrences; (ii) . Automobile Public Liability (owner’s form) and Third Party Property Damage - Owned for bodily injury (including death) and Non-Owned Vehicles – Bodily Injury - each person TWO property damage in an amount of not less than THREE MILLION ($2,000,000.00) DOLLARS; each accident FOUR MILLION ($4,000,000.003,000,000.00) DOLLARS - Property Damageinclusive limit covering all vehicles used in the performance of this Agreement, each accident FIVE HUNDRED THOUSAND ($500,000.00) DOLLARSoperation of attached machinery and such insurance shall include the passenger liability extension. 22.3 In order to ensure to the Town full compliance by the Developer with the terms, covenants and conditions of this Agreement, the Developer hereby covenants and agrees that it shall deliver and deposit with the Town security in the form hereinafter prescribed and that the following provisions, inclusive of Schedule "H", provisions shall apply to determining the amount of the security and the time or times at which the security shall be deposited with the Town: (a) the security shall be deposited by the Developer with the Town upon the execution of this Agreement; (b) the security provided shall be in an amount equal to the sum of the following amounts: (i) FIFTY (50%) percent of the estimated costs of constructing and installing Municipal Improvements listed in paragraphs (a), (b), (c), (d), (e), of Schedule "C" attached to this Agreement which shall be reduced to TEN (10%) Percent after the issuance of CCC’s; ONE HUNDRED (100%) percent of the estimated costs of constructing and installing Municipal Improvements listed in paragraphs (f), (k), (m), (n), of Schedule "C" attached to this Agreement which shall be reduced to FIFTY (50%) Percent after issuance of the CCC’s; ONE HUNDRED AND FIFTY (150%) percent of the estimated costs of constructing and installing Municipal Improvements listed in paragraphs (j), (l), (p), of Schedule "C" attached to this Agreement which shall be reduced to ONE HUNDRED (100%) Percent after the issuance of CCC’s; and FIFTY (50%) percent of the estimated costs of constructing and installing Municipal Improvements listed in paragraphs (g), (h), (i), (o), of Schedule "C" attached to this Agreement which shall be reduced to ZERO (0%) Percent after the issuance of the CCC’s; and (c) for purposes of this paragraph 22.3, the estimated costs for the Municipal Improvements shall be determined as follows: (i) where actual tendered costs are available, the tendered costs shall be used; (ii) where actual tendered costs are not available, the Developer's Consultant shall prepare cost estimates which shall be submitted calculated according to the Town for approvalof High River Policy on Subdivision and Development Securities, and if approved by the Townbeing POL-22- 100-02, such cost estimates shall be usedas set out in Schedule "L". 22.4 It is understood and agreed by the Developer that the Developer shall, during the currency of this Agreement (including the Guarantee Period for the Municipal Improvements prescribed by this Agreement), maintain in full force and effect all security and liability insurance prescribed herein. 22.5 The said security as above referred to shall consist of an Irrevocable Letter of Credit or a certified cheque, money order, or bank draft, and must be issued by a Chartered Bank chartered bank, credit union or the an Alberta Treasury Branch, or such other security as may and shall be approved by the solicitors for the Town; PROVIDED, that all security shall be in terms and form to be approved by exclusive use of the Town's solicitors as per schedule M.. 22.6 Any Irrevocable Letter of Credit provided as security by the Developer shall contain a covenant by the issuer that if the issuer has not received a release from the Town SIXTY (60) days prior to the expiry date of the security, then the security shall automatically be renewed, upon the same terms and conditions, for a further period of ONE (1) year. 22.7 Any security or insurance herein required to be deposited by the Developer may be required to be increased or decreased by the Town upon written notice to the Developer at any time during the currency of this Agreement if it shall appear to the Town in its discretion that the security or insurance deposited is excessive or insufficient in relation to the costs or protection to the Town, for which security or insurance has been provided. 22.8 The Subject to the Developer’s continued security requirements outlined in Paragraph 10.16, the amount of security and insurance to be provided by the Developer to the Town may, in the sole and absolute discretion of the Town, be reduced on application by the Developer upon the Developer having received a Construction Completion Certificate or Final Acceptance Certificate for the Municipal Improvements so completed; PROVIDED, that, after the issuance of any Construction Completion Certificates and prior to the issuance of Final Acceptance Certificates for all of the Municipal Improvements, the security shall not be less than FIFTEEN (15%) per cent of the amounts set out in section 22.3 (b) original value of this agreement based on the estimated costs Letter of constructing and installing the municipal servicesCredit. 22.9 In the event that the Town is of the opinion that: (a) a default by the Developer has not been rectified by the Developer in accordance with the provisions of this Agreement.; (b) a default by the Developer has been rectified by the Town in accordance with the provisions of this Agreement and the Developer has failed to pay the costs and expenses of such rectification within THIRTY (30) days after receipt from the Town of an account therefor; (c) emergency repair work has been done to Municipal Improvements by the Town in accordance with the provisions of this Agreement and the Developer fails to pay the costs and expenses of such repair work within THIRTY (30) days after receipt from the Town of an account therefor; (d) the Developer by any act or omission is in default of any term, condition or covenant of this Agreement;; or (e) the security to be provided by the Developer to the Town pursuant to this Agreement is due to expire within a period of SIXTY (60) days and the Developer has not deposited with the Town a renewal or replacement of such security in terms and form acceptable to the Town's solicitors; the The Town may invoke the provisions of this Section, and make demands as payee and beneficiary under the Irrevocable Letter of Credit Credit, certified cheque, money order, or bank draft provided by the Developer to the Town pursuant to the requirements of this Agreement. 22.10 In the event that the Town has negotiated or called upon the security to be deposited by the Developer with the Town in circumstances where the said security was due to expire within the said SIXTY (60) day period, then the Town shall be entitled to hold any funds thereby obtained in lieu of the security which has been negotiated or called upon. 22.11 In the event that the Town has negotiated or called upon the security to be deposited by the Developer with the Town, the Town may, at its option and discretion, use any funds thereby obtained in any manner the Town deems fit to discharge the obligations of the Developer pursuant to this Agreement.

INDEMNITY AND SECURITY. 22.1 ‌ 21.1 The Developer shall indemnify and save harmless the Town from any and all losses, costs, damages, actions, causes of action, suits, claims and demands resulting from anything done or omitted to be done by the Developer in pursuance or purported pursuance of this Agreement. 22.2 21.2 The Developer covenants and agrees that it shall carry comprehensive liability insurance and that the following provisions shall apply to such insurance: (a) the The Town shall be a named listed as additional insured in all public liability policies; (b) all All policies shall provide that an event of default on the part of the Developer, its servants servants, or agents, shall not be an event of default on the part of the Town; (c) none None of the policies shall be cancelled unless THIRTY (30) days prior written notice of cancellation is first given to the Town; (d) copies Copies of all policies of insurance shall immediately be provided to the Town upon written request by the Town; (e) the The insurance policies shall have the following minimum limits of coverage: (Recommend confirming sufficiency : i. Commercial General Liability insurance policy, including contractual liability coverage, products and completed operations coverage and non-owned automobile liability extension, in an amount of amounts with the Town insurer) (i) Public Liability or Property Damage - Bodily Injury - each person TWO not less than FIVE MILLION ($2,000,000.005,000,000.00) DOLLARS; each accident FOUR DOLLARS inclusive limit for any one occurrence or claim made and annual aggregate inclusive limit of not less than TEN MILLION ($4,000,000.0010,000,000.00) DOLLARS - Property Damage (aggregate) each accident FIVE HUNDRED THOUSAND ($500,000.00) DOLLARS; (these amounts may need to be increased)for all occurrences; (ii) . Automobile Public Liability (owner’s form) and Third Party Property Damage - Owned for bodily injury (including death) and Non-Owned Vehicles – Bodily Injury - each person TWO property damage in an amount of not less than THREE MILLION ($2,000,000.00) DOLLARS; each accident FOUR MILLION ($4,000,000.003,000,000.00) DOLLARS - Property Damageinclusive limit covering all vehicles used in the performance of this Agreement, each accident FIVE HUNDRED THOUSAND ($500,000.00) DOLLARSoperation of attached machinery and such insurance shall include the passenger liability extension. 22.3 21.3 In order to ensure to the Town full compliance by the Developer with the terms, covenants and conditions of this Agreement, the Developer hereby covenants and agrees that it shall deliver and deposit with the Town a security in the form hereinafter prescribed and that the following provisions, inclusive of Schedule "H", provisions shall apply to determining the amount of the security and the time or times at which the security shall be deposited with the Town: (a) the The security shall be deposited by the Developer with the Town upon the execution of this Agreement;; and (b) the The security provided shall be in an amount equal to the sum of the following amounts: (i) FIFTY (50%) percent of the estimated costs of constructing and installing Municipal Improvements listed in paragraphs (a), (b), (c), (d), (e), of Schedule "C" attached to this Agreement which shall be reduced to TEN (10%) Percent after the issuance of CCC’s; ONE HUNDRED (100%) percent of the estimated costs of constructing and installing Municipal Improvements listed in paragraphs (f), (k), (m), (n), of Schedule "C" attached to this Agreement which shall be reduced to FIFTY (50%) Percent after issuance of the CCC’s; ONE HUNDRED AND FIFTY (150%) percent of the estimated costs of constructing and installing Municipal Improvements listed in paragraphs (j), (l), (p), of Schedule "C" attached to this Agreement which shall be reduced to ONE HUNDRED (100%) Percent after the issuance of CCC’s; and FIFTY (50%) percent of the estimated costs of constructing and installing Municipal Improvements listed in paragraphs (g), (h), (i), (o), of Schedule "C" attached to this Agreement which shall be reduced to ZERO (0%) Percent after the issuance of the CCC’s; and (c) for purposes of this paragraph 22.3, the estimated costs for the Municipal Improvements shall be determined as follows: (i) where actual tendered costs are available, the tendered costs shall be used; (ii) where actual tendered costs are not available, the Developer's Consultant shall prepare cost estimates which shall be submitted calculated according to the Town for approvalof High River Policy on Subdivision and Development Securities, and if approved by the Townbeing POL-22- 100-02, such cost estimates shall be usedas set out in Schedule "L". 22.4 21.4 It is understood and agreed by the Developer that the Developer shall, during the currency of this Agreement (including the Guarantee Period for the Municipal Improvements prescribed by this Agreement), maintain in full force and effect all security and liability insurance prescribed herein. 22.5 21.5 The said security as above referred to shall consist of an Irrevocable a Letter of Credit or a certified cheque, money order, or bank draft, and must be issued by a Chartered Bank chartered bank, credit union or the an Alberta Treasury Branch, or such other security as may and shall be approved by the solicitors for the Town; PROVIDED, that all security shall be in terms and form to be approved by exclusive use of the Town's solicitors as per schedule M.. 22.6 21.6 Any Irrevocable Letter of Credit provided as security by the Developer shall contain a covenant by the issuer that if the issuer has not received a release from the Town SIXTY (60) days prior to the expiry date of the security, then the security shall automatically be renewed, upon the same terms and conditions, for a further period of ONE (1) year. 22.7 21.7 Any security or insurance herein required to be deposited by the Developer may be required to be increased or decreased by the Town upon written notice to the Developer at any time during the currency of this Agreement if it shall appear to the Town in its discretion that the security or insurance deposited is excessive or insufficient in relation to the costs or protection to the Town, for which security or insurance has been provided. 22.8 The 21.8 Subject to the Developer’s continued security requirements outlined in Paragraph 9.16, the amount of security and insurance to be provided by the Developer to the Town may, in the sole and absolute discretion of the Town, be reduced on application by the Developer upon the Developer having received a Construction Completion Certificate or Final Acceptance Certificate for the Municipal Improvements so completed; PROVIDED, that, after the issuance of any Construction Completion Certificates and prior to the issuance of Final Acceptance Certificates for all of the Municipal Improvements, the security shall not be less than FIFTEEN (15%) per cent of the amounts set out in section 22.3 (b) original value of this agreement based on the estimated costs of constructing and installing the municipal servicessecurity. 22.9 21.9 In the event that the Town is of the opinion that: (a) a A default by the Developer has not been rectified by the Developer in accordance with the provisions of this Agreement.; (b) a A default by the Developer has been rectified by the Town in accordance with the provisions of this Agreement and the Developer has failed to pay the costs and expenses of such rectification within THIRTY (30) days after receipt from the Town of an account therefor; (c) emergency Emergency repair work has been done to Municipal Improvements by the Town in accordance with the provisions of this Agreement and the Developer fails to pay the costs and expenses of such repair work within THIRTY (30) days after receipt from the Town of an account therefor; (d) the The Developer by any act or omission is in default of any term, condition or covenant of this Agreement;; or (e) the The security to be provided by the Developer to the Town pursuant to this Agreement is due to expire within a period of SIXTY (60) days and the Developer has not deposited with the Town a renewal or replacement of such security in terms and form acceptable to the Town's solicitors; the Town may invoke the provisions of this Section, and make demands as payee and beneficiary under the Irrevocable Letter of Credit Credit, certified cheque, money order, or bank draft provided by the Developer to the Town pursuant to the requirements of this Agreement. 22.10 21.10 In the event that the Town has negotiated or called upon the security Letter of Credit to be deposited by the Developer with the Town in circumstances where the said security Letter of Credit was due to expire within the said SIXTY (60) day period, then the Town shall be entitled to hold any funds thereby obtained in lieu of the security which has been negotiated or called upon. 22.11 21.11 In the event that the Town has negotiated or called upon the security to be deposited by the Developer with the Town, the Town may, at its option and discretion, use any funds thereby obtained in any manner the Town deems fit to discharge the obligations of the Developer pursuant to this Agreement. 21.12 Notwithstanding any of the above provisions, in the event of the Developer's refusal or failure to perform any of its obligations pursuant to this Agreement, the Town may, at its sole option and discretion and in addition to any other remedy that it may have available at law, pursuant to statute, in equity, or otherwise, issue an Order pursuant to Section 645 of the Municipal Government Act, R.S.A. 2000 on the basis that the Developer's default of any of its obligations to this Agreement constitutes a breach of a condition of the Development Permit. The Town may thereafter proceed to remedy the breach in accordance with Section 646 of the Municipal Government Act, R.S.A. 2000, which may include retaining contractors to perform the necessary work. The Town's costs incurred in remedying any breach of this Agreement shall be recoverable from the Developer on demand, may be recovered from the security posted pursuant to this Agreement, and/or may be added to the tax roll of the Development Area pursuant to Section 553 of the Municipal Government Act R.S.A. 2000 Chapter M-26.

INDEMNITY AND SECURITY. 22.1 24.1 The Developer shall indemnify and save harmless the Town City from any and all losses, costs, damages, actions, causes of action, suits, claims and demands resulting from anything done or omitted to be done by the Developer in pursuance or purported pursuance of this Agreement. 22.2 24.2 The Developer covenants and agrees that it shall carry comprehensive liability insurance and that the following provisions shall apply to such insurance: (a) the Town City shall be a named an additional insured in all public liability policies; (b) all policies shall provide that an event of default on the part of the Developer, its servants or agents, shall not be an event of default on the part of the TownCity; (c) none of the policies shall be cancelled unless THIRTY (30) days prior written notice of cancellation is first given to the TownCity; (d) copies of all policies of insurance shall immediately be provided to the Town City upon written request by the Town;execution of this Agreement; and (e) the insurance policies shall have the following minimum limits of coverage: (Recommend confirming sufficiency coverage of amounts with the Town insurer) (i) Public Liability or Property Damage - Bodily Injury - each person TWO not less than FIVE MILLION DOLLARS ($2,000,000.005,000,000.00) DOLLARS; each accident FOUR MILLION ($4,000,000.00) DOLLARS - Property Damage (aggregate) each accident FIVE HUNDRED THOUSAND ($500,000.00) DOLLARS; (these amounts may need per occurrence for such period as the Developer has any rights or obligations hereunder with respect to be increased) (ii) Automobile Public Liability the Development Area, and Third Party Property Damage - Owned a comprehensive liability policy, including extended coverage and Non-Owned Vehicles – Bodily Injury - each person TWO MILLION ($2,000,000.00) DOLLARS; each accident FOUR MILLION ($4,000,000.00) DOLLARS - Property Damagemalicious damage endorsement, each accident FIVE HUNDRED THOUSAND ($500,000.00) DOLLARSas per industry standard, insuring the full value of the work undertaken by the Developer pursuant to this Agreement. 22.3 24.3 In order to ensure to the Town City full compliance by the Developer with the terms, covenants and conditions of this Agreement, the Developer hereby covenants and agrees that it shall deliver and deposit with the Town City, security in the form hereinafter prescribed and that the following provisions, inclusive of Schedule "H", provisions shall apply to determining the amount of the security and the time or times at which the security shall be deposited with the TownCity: (a) the security shall be deposited by the Developer with the Town upon City prior to the execution issue of this Agreementthe Notice to Proceed for each phase of development; (b) the security provided in respect of the Development Area, shall be an in the amount equal calculated and attached as Schedule “K” to this Agreement, based on the estimated value of the Municipal Improvements to be constructed, to secure the performance of the Developer’s obligations pursuant to this Agreement; (c) If Notice to Proceed is not issued within SIX (6) months of the date of this agreement, the developer will be required to submit new construction estimates to the sum of City at the following amounts: (i) FIFTY (50%) percent of date the Notice to Proceed is requested, to reflect the estimated costs of constructing the landscaping and installing Municipal Improvements listed local improvements at the that time. The securities required to be provided by the Developer shall be based upon those estimates, as approved by the City, rather than the amounts stated in paragraphs (aParagraph 24.3(b), (b), (c), . (d), (e), of Schedule "C" attached to this Agreement which shall be reduced to TEN (10%) Percent after the issuance of CCC’s; ONE HUNDRED (100%) percent of the estimated costs of constructing and installing Municipal Improvements listed in paragraphs (f), (k), (m), (n), of Schedule "C" attached to this Agreement which shall be reduced to FIFTY (50%) Percent after issuance of the CCC’s; ONE HUNDRED AND FIFTY (150%) percent of the estimated costs of constructing and installing Municipal Improvements listed in paragraphs (j), (l), (p), of Schedule "C" attached to this Agreement which shall be reduced to ONE HUNDRED (100%) Percent after the issuance of CCC’s; and FIFTY (50%) percent of the estimated costs of constructing and installing Municipal Improvements listed in paragraphs (g), (h), (i), (o), of Schedule "C" attached to this Agreement which shall be reduced to ZERO (0%) Percent after the issuance of the CCC’s; and (c) for purposes of this paragraph 22.3Section, the estimated costs cost for the Municipal Improvements shall be determined as follows: (i) if known at the time that this Agreement is made, as set out in Schedule “K” of this Agreement; (ii) if unknown at the time that this Agreement is made, where actual tendered costs are available, available the tendered costs shall be used; (iiiii) where actual tendered costs are not available, the Developer's Consultant shall prepare cost estimates which shall be submitted to the Town Municipality for approvalapproval together with all applicable background documentation, and if approved by the TownMunicipality, such cost estimates shall be used. 22.4 24.4 It is understood and agreed by the Developer that the Developer shall, during the currency of this Agreement (including the Guarantee Maintenance Period for the Municipal Improvements prescribed by this Agreement), maintain in full force and effect all security and liability insurance prescribed herein. 22.5 24.5 The said security as above referred to above shall consist of of: (a) an “Irrevocable Letter of Credit Credit” issued by a “Chartered Bank Bank” or the “Treasury Branch” or the “Credit Union”, or such other security as may be approved by the solicitors for the TownCity; or (b) a cash security deposit account; or (c) a construction surety bond; or (d) combination thereof, in the amount of the security required from time to time as described above; PROVIDED, that all security shall be in terms and form to be approved by the TownCity's solicitors as per schedule M.solicitors. Provided further that the Developer covenants and agrees that upon the occurrence of a default on the part of the Developer under this Agreement, the City may, at its option and without limiting any of its other remedies, accelerate and require payment in full of the security amount that would otherwise be required for a cash security deposit account, and such obligation shall be secured by the mortgage charge and/or encumbrance. 22.6 Any 24.6 The said security shall in terms and form to be approved by the City that shall contain the following terms and provisions: (a) Where a Letter of Credit is provided the following shall apply: (i) Letters of Credit shall not have an expiry date; (ii) Letters of Credit shall contain a statement that the said irrevocable letter of credit is issued in favour of the City in consideration of the City entering into this Agreement with the named customer of the issuing bank; (iii) Letters of Credit shall include an acknowledgment by the issuing bank that it has full knowledge of the terms, covenants and conditions of this Agreement; (iv) Letters of Credit shall include an acknowledgment by the issuing bank that it has full knowledge that the issuing of the said Irrevocable Letter of Credit provided as security was and is a condition precedent to the execution of this Agreement by the Developer City; and, (v) Letters of Credit shall contain a covenant include an acknowledgment by the issuer issuing bank that if the issuer has not received City shall be entitled to draw on the said Irrevocable Letter of Credit in accordance with the provisions of this Agreement, and an undertaking by the issuing bank to promptly honour and pay draws made by the City. (b) Where a release from Construction Surety Bond is provided the Town SIXTY following requirements shall apply when the Developer’s bond company issues the bond: (60i) days prior to The bond must be issued by a surety company licenced in Canada and Alberta with a minimum AM Best credit rating of A- or better; (ii) The bond must be stated in Canadian dollars (numeric and text); (iii) The bond must be unconditional, irrevocable and payable on demand; (iv) Partial withdrawals must be permitted; (v) The terms of the expiry date bond must match the terms of this development agreement; (vi) The bond provider is responsible for the security, then maintenance and validity of the security shall automatically bond; and (vii) The bond must be renewed, upon in a form and content acceptable to the same terms and conditions, for a further period City of ONE (1) yearCold Lake. 22.7 Any security or insurance herein required to be deposited by 24.7 Upon endorsement of the Construction Completion Certificate (Schedule “M”), the Developer may be required to be increased or decreased by the Town upon written notice make application to the Developer at any time during Manager of Land Use Planning, Development and Regulatory Services to have the currency of this Agreement if it shall appear security amount reduced by an amount equal to the Town in its discretion that ratio of the security or insurance deposited is excessive or insufficient in relation work completed to the costs or protection original cost of the work, expressed as a percentage. This percentage will not be reduced to less than TEN (10%) percent of the Town, original estimate through the TWO (2) year Maintenance Period for which security or insurance has been providedunderground Local Improvements and TWO (2) years for surface Local Improvements. 22.8 24.8 The amount of security and insurance to be provided by the Developer to the Town mayCity may be reduced, in the sole and absolute discretion of the TownCity. In any event, be reduced on application by upon expiration of the Developer upon Maintenance Period and after issuance of the Developer having received a Construction Completion Certificate or Final Acceptance Certificate for of all the Municipal Improvements so completed; PROVIDEDthe City shall release the security of the Developer. 24.9 Upon endorsement of the Landscaping Completion Certificate for the Development Area, that, after the issuance of any Construction Completion Certificates and prior Developer may make application to have the security amount reduced by an amount equal to the issuance of Final Acceptance Certificates for all ratio of the Municipal Improvementswork completed to the original cost of the work, the security shall expressed as a percentage. This percentage will not be reduced to less than TWENTY (20%) percent of the amounts set out in section 22.3 original estimate through the TWO (b2) of this agreement based on the estimated costs of constructing and installing the municipal servicesgrowing season Maintenance Period for landscaping. 22.9 24.10 In the event that the Town is of the opinion that: (a) a default by the Developer City has not been rectified by the Developer in accordance with the provisions of this Agreement. (b) a default by the Developer has been rectified by the Town in accordance with the provisions of this Agreement and the Developer has failed to pay the costs and expenses of such rectification within THIRTY (30) days after receipt from the Town of an account therefor; (c) emergency repair work has been done to Municipal Improvements by the Town in accordance with the provisions of this Agreement and the Developer fails to pay the costs and expenses of such repair work within THIRTY (30) days after receipt from the Town of an account therefor; (d) the Developer by any act negotiated, called upon, or omission is in default of any termotherwise received proceeds from, condition or covenant of this Agreement; (e) the security to be provided deposited by the Developer to the Town pursuant to this Agreement is due to expire for any reason contemplated within a period of SIXTY (60) days and the Developer has not deposited with the Town a renewal or replacement of such security in terms and form acceptable to the Town's solicitors; the Town may invoke the provisions of this Section, and make demands as payee and beneficiary under the Irrevocable Letter of Credit provided by the Developer to the Town pursuant to the requirements of this Agreement, then the City shall be entitled to hold and apply any such funds as a security deposit in lieu of the original security. 22.10 24.11 In the event that the Town City has negotiated or negotiated, called upon the security to be deposited by the Developer with the Town in circumstances where the said security was due to expire within the said SIXTY (60) day period, then the Town shall be entitled to hold any funds thereby obtained in lieu of the security which has been negotiated or called upon. 22.11 In the event that the Town has negotiated or called upon the security to be deposited by the Developer with the TownCity, the Town City may, at its option and discretion, use any funds thereby obtained in any manner the Town City deems fit to discharge the obligations of the Developer pursuant to this Agreement.

INDEMNITY AND SECURITY. 22.1 ‌ 21.1 The Developer shall indemnify and save harmless the Town from any and all losses, costs, damages, actions, causes of action, suits, claims and demands resulting from anything done or omitted to be done by the Developer in pursuance or purported pursuance of this Agreement. 22.2 21.2 The Developer covenants and agrees that it shall carry comprehensive liability insurance and that the following provisions shall apply to such insurance: (a) the The Town shall be a named insured in all public liability policies; (b) all All policies shall provide that an event of default on the part of the Developer, its servants servants, or agents, shall not be an event of default on the part of the Town; (c) none None of the policies shall be cancelled unless THIRTY (30) days prior written notice of cancellation is first given to the Town; (d) copies Copies of all policies of insurance shall immediately be provided to the Town upon written request by the Town; (e) the The insurance policies shall have the following minimum limits of coverage: (Recommend confirming sufficiency : i. Commercial General Liability insurance policy, including contractual liability coverage, products and completed operations coverage and non-owned automobile liability extension, in an amount of amounts with the Town insurer) (i) Public Liability or Property Damage - Bodily Injury - each person TWO not less than FIVE MILLION ($2,000,000.005,000,000.00) DOLLARS; each accident FOUR DOLLARS inclusive limit for any one occurrence or claim made and annual aggregate inclusive limit of not less than TEN MILLION ($4,000,000.0010,000,000.00) DOLLARS - Property Damage (aggregate) each accident FIVE HUNDRED THOUSAND ($500,000.00) DOLLARS; (these amounts may need to be increased)for all occurrences; (ii) . Automobile Public Liability (owner’s form) and Third Party Property Damage - Owned for bodily injury (including death) and Non-Owned Vehicles – Bodily Injury - each person TWO property damage in an amount of not less than THREE MILLION ($2,000,000.00) DOLLARS; each accident FOUR MILLION ($4,000,000.003,000,000.00) DOLLARS - Property Damageinclusive limit covering all vehicles used in the performance of this Agreement, each accident FIVE HUNDRED THOUSAND ($500,000.00) DOLLARSoperation of attached machinery and such insurance shall include the passenger liability extension. 22.3 21.3 In order to ensure to the Town full compliance by the Developer with the terms, covenants and conditions of this Agreement, the Developer hereby covenants and agrees that it shall deliver and deposit with the Town a security in the form hereinafter prescribed and that the following provisions, inclusive of Schedule "H", provisions shall apply to determining the amount of the security and the time or times at which the security shall be deposited with the Town: (a) the The security shall be deposited by the Developer with the Town upon the execution of this Agreement;; and (b) the The security provided shall be in an amount equal to the sum of the following amounts: (i) FIFTY (50%) percent of the estimated costs of constructing and installing Municipal Improvements listed in paragraphs (a), (b), (c), (d), (e), of Schedule "C" attached to this Agreement which shall be reduced to TEN (10%) Percent after the issuance of CCC’s; ONE HUNDRED (100%) percent of the estimated costs of constructing and installing Municipal Improvements listed in paragraphs (f), (k), (m), (n), of Schedule "C" attached to this Agreement which shall be reduced to FIFTY (50%) Percent after issuance of the CCC’s; ONE HUNDRED AND FIFTY (150%) percent of the estimated costs of constructing and installing Municipal Improvements listed in paragraphs (j), (l), (p), of Schedule "C" attached to this Agreement which shall be reduced to ONE HUNDRED (100%) Percent after the issuance of CCC’s; and FIFTY (50%) percent of the estimated costs of constructing and installing Municipal Improvements listed in paragraphs (g), (h), (i), (o), of Schedule "C" attached to this Agreement which shall be reduced to ZERO (0%) Percent after the issuance of the CCC’s; and (c) for purposes of this paragraph 22.3, the estimated costs for the Municipal Improvements shall be determined as follows: (i) where actual tendered costs are available, the tendered costs shall be used; (ii) where actual tendered costs are not available, the Developer's Consultant shall prepare cost estimates which shall be submitted calculated according to the Town for approvalof High River Policy on Subdivision and Development Securities, and if approved by the Townbeing POL-22- 100-02, such cost estimates shall be usedas set out in Schedule "L". 22.4 21.4 It is understood and agreed by the Developer that the Developer shall, during the currency of this Agreement (including the Guarantee Period for the Municipal Improvements prescribed by this Agreement), maintain in full force and effect all security and liability insurance prescribed herein. 22.5 21.5 The said security as above referred to shall consist of an Irrevocable a Letter of Credit or a certified cheque, money order, or bank draft, and must be issued by a Chartered Bank chartered bank, credit union or the an Alberta Treasury Branch, or such other security as may and shall be approved by the solicitors for the Town; PROVIDED, that all security shall be in terms and form to be approved by exclusive use of the Town's solicitors as per schedule M.. 22.6 21.6 Any Irrevocable Letter of Credit provided as security by the Developer shall contain a covenant by the issuer that if the issuer has not received a release from the Town SIXTY (60) days prior to the expiry date of the security, then the security shall automatically be renewed, upon the same terms and conditions, for a further period of ONE (1) year. 22.7 21.7 Any security or insurance herein required to be deposited by the Developer may be required to be increased or decreased by the Town upon written notice to the Developer at any time during the currency of this Agreement if it shall appear to the Town in its discretion that the security or insurance deposited is excessive or insufficient in relation to the costs or protection to the Town, for which security or insurance has been provided. 22.8 The 21.8 Subject to the Developer’s continued security requirements outlined in Paragraph 9.16, the amount of security and insurance to be provided by the Developer to the Town may, in the sole and absolute discretion of the Town, be reduced on application by the Developer upon the Developer having received a Construction Completion Certificate or Final Acceptance Certificate for the Municipal Improvements so completed; PROVIDED, that, after the issuance of any Construction Completion Certificates and prior to the issuance of Final Acceptance Certificates for all of the Municipal Improvements, the security shall not be less than FIFTEEN (15%) per cent of the amounts set out in section 22.3 (b) original value of this agreement based on the estimated costs of constructing and installing the municipal servicessecurity. 22.9 21.9 In the event that the Town is of the opinion that: (a) a A default by the Developer has not been rectified by the Developer in accordance with the provisions of this Agreement.; (b) a A default by the Developer has been rectified by the Town in accordance with the provisions of this Agreement and the Developer has failed to pay the costs and expenses of such rectification within THIRTY (30) days after receipt from the Town of an account therefor; (c) emergency Emergency repair work has been done to Municipal Improvements by the Town in accordance with the provisions of this Agreement and the Developer fails to pay the costs and expenses of such repair work within THIRTY (30) days after receipt from the Town of an account therefor; (d) the The Developer by any act or omission is in default of any term, condition or covenant of this Agreement;; or (e) the The security to be provided by the Developer to the Town pursuant to this Agreement is due to expire within a period of SIXTY (60) days and the Developer has not deposited with the Town a renewal or replacement of such security in terms and form acceptable to the Town's solicitors; the Town may invoke the provisions of this Section, and make demands as payee and beneficiary under the Irrevocable Letter of Credit Credit, certified cheque, money order, or bank draft provided by the Developer to the Town pursuant to the requirements of this Agreement. 22.10 21.10 In the event that the Town has negotiated or called upon the security Letter of Credit to be deposited by the Developer with the Town in circumstances where the said security Letter of Credit was due to expire within the said SIXTY (60) day period, then the Town shall be entitled to hold any funds thereby obtained in lieu of the security which has been negotiated or called upon. 22.11 21.11 In the event that the Town has negotiated or called upon the security to be deposited by the Developer with the Town, the Town may, at its option and discretion, use any funds thereby obtained in any manner the Town deems fit to discharge the obligations of the Developer pursuant to this Agreement. 21.12 Notwithstanding any of the above provisions, in the event of the Developer's refusal or failure to perform any of its obligations pursuant to this Agreement, the Town may, at its sole option and discretion and in addition to any other remedy that it may have available at law, pursuant to statute, in equity, or otherwise, issue an Order pursuant to Section 645 of the Municipal Government Act, R.S.A. 2000 on the basis that the Developer's default of any of its obligations to this Agreement constitutes a breach of a condition of the Development Permit. The Town may thereafter proceed to remedy the breach in accordance with Section 646 of the Municipal Government Act, R.S.A. 2000, which may include retaining contractors to perform the necessary work. The Town's costs incurred in remedying any breach of this Agreement shall be recoverable from the Developer on demand, may be recovered from the security posted pursuant to this Agreement, and/or may be added to the tax roll of the Development Area pursuant to Section 553 of the Municipal Government Act R.S.A. 2000 Chapter M-26.

INDEMNITY AND SECURITY. 22.1 The Developer shall indemnify and save harmless the Town from any and all losses, costs, damages, actions, causes of action, suits, claims and demands resulting from anything done or omitted to be done by the Developer in pursuance or purported pursuance of this Agreement. 22.2 The Developer covenants and agrees that it shall carry comprehensive liability insurance and that the following provisions shall apply to such insurance: (a) the Town shall be a named listed as additional insured in all public liability policies; (b) all policies shall provide that an event of default on the part of the Developer, its servants or agents, shall not be an event of default on the part of the Town; (c) none of the policies shall be cancelled unless THIRTY (30) days prior written notice of cancellation is first given to the Town; (d) copies of all policies of insurance shall immediately be provided to the Town upon written request by the Town; (e) the insurance policies shall have the following minimum limits of coverage: (Recommend confirming sufficiency : i. Commercial General Liability insurance policy, including contractual liability coverage, products and completed operations coverage and non-owned automobile liability extension, in an amount of amounts with the Town insurer) (i) Public Liability or Property Damage - Bodily Injury - each person TWO not less than FIVE MILLION ($2,000,000.005,000,000.00) DOLLARS; each accident FOUR DOLLARS inclusive limit for any one occurrence or claim made and annual aggregate inclusive limit of not less than TEN MILLION ($4,000,000.0010,000,000.00) DOLLARS - Property Damage (aggregate) each accident FIVE HUNDRED THOUSAND ($500,000.00) DOLLARS; (these amounts may need to be increased)for all occurrences; (ii) . Automobile Public Liability (owner’s form) and Third Party Property Damage - Owned for bodily injury (including death) and Non-Owned Vehicles – Bodily Injury - each person TWO property damage in an amount of not less than THREE MILLION ($2,000,000.00) DOLLARS; each accident FOUR MILLION ($4,000,000.003,000,000.00) DOLLARS - Property Damageinclusive limit covering all vehicles used in the performance of this Agreement, each accident FIVE HUNDRED THOUSAND ($500,000.00) DOLLARSoperation of attached machinery and such insurance shall include the passenger liability extension. 22.3 In order to ensure to the Town full compliance by the Developer with the terms, covenants and conditions of this Agreement, the Developer hereby covenants and agrees that it shall deliver and deposit with the Town security in the form hereinafter prescribed and that the following provisions, inclusive of Schedule "H", provisions shall apply to determining the amount of the security and the time or times at which the security shall be deposited with the Town: (a) the security shall be deposited by the Developer with the Town upon the execution of this Agreement; (b) the security provided shall be in an amount equal to the sum of the following amounts: (i) FIFTY (50%) percent of the estimated costs of constructing and installing Municipal Improvements listed in paragraphs (a), (b), (c), (d), (e), of Schedule "C" attached to this Agreement which shall be reduced to TEN (10%) Percent after the issuance of CCC’s; ONE HUNDRED (100%) percent of the estimated costs of constructing and installing Municipal Improvements listed in paragraphs (f), (k), (m), (n), of Schedule "C" attached to this Agreement which shall be reduced to FIFTY (50%) Percent after issuance of the CCC’s; ONE HUNDRED AND FIFTY (150%) percent of the estimated costs of constructing and installing Municipal Improvements listed in paragraphs (j), (l), (p), of Schedule "C" attached to this Agreement which shall be reduced to ONE HUNDRED (100%) Percent after the issuance of CCC’s; and FIFTY (50%) percent of the estimated costs of constructing and installing Municipal Improvements listed in paragraphs (g), (h), (i), (o), of Schedule "C" attached to this Agreement which shall be reduced to ZERO (0%) Percent after the issuance of the CCC’s; and (c) for purposes of this paragraph 22.3, the estimated costs for the Municipal Improvements shall be determined as follows: (i) where actual tendered costs are available, the tendered costs shall be used; (ii) where actual tendered costs are not available, the Developer's Consultant shall prepare cost estimates which shall be submitted calculated according to the Town for approvalof High River Policy on Subdivision and Development Securities, and if approved by the Townbeing POL-22- 100-02, such cost estimates shall be usedas set out in Schedule "L". 22.4 It is understood and agreed by the Developer that the Developer shall, during the currency of this Agreement (including the Guarantee Period for the Municipal Improvements prescribed by this Agreement), maintain in full force and effect all security and liability insurance prescribed herein. 22.5 The said security as above referred to shall consist of an Irrevocable Letter of Credit or a certified cheque, money order, or bank draft, and must be issued by a Chartered Bank chartered bank, credit union or the an Alberta Treasury Branch, or such other security as may and shall be approved by the solicitors for the Town; PROVIDED, that all security shall be in terms and form to be approved by exclusive use of the Town's solicitors as per schedule M.. 22.6 Any Irrevocable Letter of Credit provided as security by the Developer shall contain a covenant by the issuer that if the issuer has not received a release from the Town SIXTY (60) days prior to the expiry date of the security, then the security shall automatically be renewed, upon the same terms and conditions, for a further period of ONE (1) year. 22.7 Any security or insurance herein required to be deposited by the Developer may be required to be increased or decreased by the Town upon written notice to the Developer at any time during the currency of this Agreement if it shall appear to the Town in its discretion that the security or insurance deposited is excessive or insufficient in relation to the costs or protection to the Town, for which security or insurance has been provided. 22.8 The Subject to the Developer’s continued security requirements outlined in Paragraph 10.16, the amount of security and insurance to be provided by the Developer to the Town may, in the sole and absolute discretion of the Town, be reduced on application by the Developer upon the Developer having received a Construction Completion Certificate or Final Acceptance Certificate for the Municipal Improvements so completed; PROVIDED, that, after the issuance of any Construction Completion Certificates and prior to the issuance of Final Acceptance Certificates for all of the Municipal Improvements, the security shall not be less than FIFTEEN (15%) per cent of the amounts set out in section 22.3 (b) original value of this agreement based on the estimated costs Letter of constructing and installing the municipal servicesCredit. 22.9 In the event that the Town is of the opinion that: (a) a default by the Developer has not been rectified by the Developer in accordance with the provisions of this Agreement.; (b) a default by the Developer has been rectified by the Town in accordance with the provisions of this Agreement and the Developer has failed to pay the costs and expenses of such rectification within THIRTY (30) days after receipt from the Town of an account therefor; (c) emergency repair work has been done to Municipal Improvements by the Town in accordance with the provisions of this Agreement and the Developer fails to pay the costs and expenses of such repair work within THIRTY (30) days after receipt from the Town of an account therefor; (d) the Developer by any act or omission is in default of any term, condition or covenant of this Agreement;; or (e) the security to be provided by the Developer to the Town pursuant to this Agreement is due to expire within a period of SIXTY (60) days and the Developer has not deposited with the Town a renewal or replacement of such security in terms and form acceptable to the Town's solicitors; the The Town may invoke the provisions of this Section, and make demands as payee and beneficiary under the Irrevocable Letter of Credit Credit, certified cheque, money order, or bank draft provided by the Developer to the Town pursuant to the requirements of this Agreement. 22.10 In the event that the Town has negotiated or called upon the security to be deposited by the Developer with the Town in circumstances where the said security was due to expire within the said SIXTY (60) day period, then the Town shall be entitled to hold any funds thereby obtained in lieu of the security which has been negotiated or called upon. 22.11 In the event that the Town has negotiated or called upon the security to be deposited by the Developer with the Town, the Town may, at its option and discretion, use any funds thereby obtained in any manner the Town deems fit to discharge the obligations of the Developer pursuant to this Agreement.

INDEMNITY AND SECURITY. 22.1 14.1 The Developer shall be liable to the Town and shall indemnify and save harmless the Town Town, its council, administration, employees, agents and contractors from and against any and all losses, costscosts (including, without restriction, all legal costs on a solicitor and his own client full indemnity basis), damages, actions, causes of action, suits, claims and demands resulting demands, whatsoever that may arise, directly or indirectly, from anything done any act or omitted to be done omission of the Developer, its employees, agents, contractors or those for whose actions the Developer is responsible for in law, in pursuance of this Agreement, including, without restriction, any default by the Developer in pursuance the due and punctual performance of any of its representations, warranties, covenants and agreements contained within this Agreement. A waiver of rights of subrogation against the Town for liability and property insurers shall be provided to the Town. Such indemnity shall survive completion or purported pursuance termination of this Agreement. 22.2 14.2 The Developer covenants and agrees that it shall carry comprehensive liability insurance with policy limits of not less than FIVE MILLION DOLLARS ($5,000,000.00) per occurrence for such period as the Developer has any rights or obligations hereunder with respect to the Development Area, and an all risk builders’ policy, including extended coverage and malicious damage endorsement, as per industry standard, insuring the full value of the Work, and naming the Town as an additional insured party. The Developer shall provide a certified copy of liability insurance policy to the Town FIFTEEN (15) DAYS prior to the Commencement of Construction and shall ensure that the following provisions shall apply to such insurance: (a) policy provides for the Town shall be a named insured in all public liability policies; (b) all policies shall provide that an event of default on the part of the Developer, its servants or agents, shall not be an event of default on the part of the Town; (c) none of the policies shall be cancelled unless to receive THIRTY (30) days prior DAYS written notice of material change or cancellation is first given from the insurer. The limit of liability on the insurance policy shall not be construed as to be the limit that the Developer may be held liable for. The Policy shall be in a form and with an insurer acceptable to the Town; (d) copies of all policies of insurance shall immediately be provided to the Town upon written request by the Town; (e) the insurance policies shall have the following minimum limits of coverage: (Recommend confirming sufficiency of amounts with the Town insurer) (i) Public Liability or Property Damage - Bodily Injury - each person TWO MILLION ($2,000,000.00) DOLLARS; each accident FOUR MILLION ($4,000,000.00) DOLLARS - Property Damage (aggregate) each accident FIVE HUNDRED THOUSAND ($500,000.00) DOLLARS; (these amounts may need to be increased) (ii) Automobile Public Liability and Third Party Property Damage - Owned and Non-Owned Vehicles – Bodily Injury - each person TWO MILLION ($2,000,000.00) DOLLARS; each accident FOUR MILLION ($4,000,000.00) DOLLARS - Property Damage, each accident FIVE HUNDRED THOUSAND ($500,000.00) DOLLARS. 22.3 14.3 In order to ensure to the Town full compliance by the Developer with the terms, covenants and conditions of this Agreement, the Developer hereby covenants and agrees that it shall deliver and deposit with the Town Town, security in the form hereinafter prescribed in accordance with the Municipal Improvements Policy and that the following provisions, inclusive of Schedule "H", provisions shall apply to determining the amount of the security and the time or times at which the security shall be deposited with the Town: (a) the security shall be deposited by the Developer with the Town upon the execution of this Agreement, and in any event prior to Commencement of Construction; (b) the security provided in respect of the Development Area, shall be an amount equal to the sum in one of the following amountsforms: (i) FIFTY (50%) percent an irrevocable letter of credit payable to the estimated costs of constructing and installing Municipal Improvements listed in paragraphs (a), (b), (c), (d), (e), of Schedule "C" attached Town with a face amount equivalent to this Agreement which shall be reduced to TEN (10%) Percent after the issuance of CCC’s; an amount equaling ONE HUNDRED (100%) percent of the estimated costs cost of constructing and installing the Municipal Improvements listed in paragraphs Improvements, including Landscaping (fthe "Letter of Credit"), and such other amounts as are required elsewhere under the provisions of this Agreement; or (k)ii) for developers who have a proven track record within the Town of Taber where previous developments have no lingering deficiency issues and quality construction has occurred, an irrevocable letter of credit payable to the Town with a face amount equivalent to an amount equaling THIRTY (m), (n), of Schedule "C" attached to this Agreement which shall be reduced to FIFTY (50%) Percent after issuance of the CCC’s; ONE HUNDRED AND FIFTY (15030%) percent of the estimated costs cost of constructing and installing the Municipal Improvements listed in paragraphs Improvements, including Landscaping (jthe "Letter of Credit"), (l), (p), and such other amounts as are required elsewhere under the provisions of Schedule "C" attached to this Agreement which shall be reduced to ONE HUNDRED (100%) Percent after the issuance of CCC’s; and FIFTY (50%) percent of the estimated costs of constructing and installing Municipal Improvements listed in paragraphs (g), (h), (i), (o), of Schedule "C" attached to this Agreement which shall be reduced to ZERO (0%) Percent after the issuance of the CCC’s; andAgreement; (c) for purposes of this paragraph 22.3Section, the estimated costs cost for the Municipal Improvements shall be determined as follows: (i) if known at the time that this Agreement is made, as set out in Schedule "F" of this Agreement; (ii) if unknown at the time that this Agreement is made, where actual tendered costs are available, available the tendered costs shall be used; (iiiii) where actual tendered costs are not available, the Developer's Consultant shall prepare cost estimates which shall be submitted to the Town for approvalapproval together with all applicable background documentation, and if approved by the Town, such cost estimates shall be used; and (iv) where actual tendered costs are not available, and the Developer and the Developer's Consultant has not provided estimates for the Town to approve, the Town may establish estimated costs in its sole discretion for the purposes of establishing the required security. 22.4 14.4 It is understood and agreed by the Developer that the Developer shall, during the currency of this Agreement (including the Guarantee Period for the Municipal Improvements prescribed by this Agreement), maintain in full force and effect all security and liability insurance prescribed herein. 22.5 The said security as above referred to shall consist of an Irrevocable 14.5 In accordance with the Municipal Improvement Policy, the Letter of Credit shall comply with the following requirements of the Town: (a) the form and content of the Letter of Credit shall be acceptable to the Town or its solicitors, and otherwise comply with the Municipal Improvements Policy; (b) the Letter of Credit shall be issued by a Schedule 1 or 2 Chartered Bank or Bank, the Alberta Treasury Branch, or such other security financial institution as may be approved by the solicitors for the Town; PROVIDED, that all security shall be in terms and form to be approved by ; (c) the Town's solicitors as per schedule M. 22.6 Any Irrevocable Letter of Credit provided as security by the Developer shall contain terms that provide for either: (i) a covenant by the issuer that if the issuer has not received a release from the Town SIXTY at least Sixty (60) days prior to the expiry date of the securityLetter of Credit, then the security Letter of Credit shall automatically be renewed, upon the same terms and conditions, for a further period of ONE ONE (1) year; or (ii) a right on the part of the Town to draw upon the full amount of the Letter of Credit, or any portion thereof, in the event that the Town has not received a replacement letter, or confirmation of an extension or renewal of the existing letter, at least SIXTY (60) days prior to the expiry of the Letter of Credit. 22.7 14.6 In regards to security providing under this Agreement, the following terms and conditions shall apply: (a) any cash security deposit, Letter of Credit, or other security required or otherwise provided by the Developer to the Town pursuant to this Agreement is hereby assigned and pledged to the Town as security for the performance of the Developer’s obligations as contemplated herein (such assignment and pledge to be perfected by possession and/or registration); (b) the Developer acknowledges having received a copy of this Agreement, and the security terms contemplated herein, and waives any right it may have to receive a copy of any Financing Statement or Financing Charge Statement in relation hereto; and (c) notwithstanding any other provision of this Agreement and further, without prejudice to any other right or remedy of the Town, the obligation of the Town or its solicitor to release any security deposit funds held by it under or in connection with this Agreement (including, without restriction, any cash deposit) is subject to the Town’s right to deduct or set off any amount which may be due by the Developer to the Town or the amount of any claim by the Town against the Developer under this Agreement (including, without limitation, the amount of any liquidated damages). Without limitation, if the Developer is in breach or default of any provision of this Agreement or of any provision of any contract with any project manager(s), subcontractor or supplier, and, after receiving notice thereof, the Developer does not promptly remedy such default or breach or commence and diligently prosecute the remedy of such breach or default, the Town may (but shall not be obligated to) take any measures it considers reasonably necessary to remedy such default or breach and any costs or liabilities incurred by the Town in respect thereof may be deducted from or set off against any amount(s) to be paid or released to the Developer under this Agreement. This provision shall survive the termination of this Agreement for any reason whatsoever. 14.7 Any security or insurance herein required to be deposited by the Developer may be required to be increased or decreased by the Town upon written notice to the Developer at any time during the currency of this Agreement if it shall appear to the Town in its discretion that the security or insurance deposited is excessive or insufficient in relation to the costs or protection to the Town, for which security or insurance has been provided. Without limiting the generality of the foregoing, the Town may require an increase in security if the Developer has failed to comply with the construction timetable approved in accordance with the Municipal Improvements Policy, or if the Developer has been issued a notice of default under Section 13. 22.8 14.8 The amount of security and insurance to be provided by the Developer to the Town may, in the sole and absolute discretion of the Town, be reduced on application by the Developer upon the Developer having received a Construction Completion Certificate or Final Acceptance Certificate for the Municipal Improvements Improvements, or any of them, so completed; PROVIDED, thatPROVIDED THAT, after the issuance of any Construction Completion Certificates and prior to the issuance of Final Acceptance Certificates for all of the Municipal Improvements, the security maintained by the Town shall not be less than than: (a) FIFTEEN (15%) percent of the amounts set out in section 22.3 estimated costs of the Municipal Improvements which were the subject of the Construction Completion Certificate; (b) ONE HUNDRED (100%) or THIRTY (30%) percent of this agreement based on the estimated costs of constructing and installing all of the municipal servicesMunicipal Improvements yet to be completed, being all those portions of the Municipal Improvements for which no Construction Completion Certificate has been issued; and (c) TWENTY FIVE THOUSAND ($25,000.00) dollars. 22.9 In 14.9 The security requirement contained within this Agreement, and provided by the event that Developer, is without prejudice to the Developer’s responsibility under this Agreement. Nothing shall prevent the Town is of the opinion that: (a) a default by the Developer has not been rectified from demanding payment or performance by the Developer in accordance with excess of the provisions required security, and without having to call upon or otherwise exhaust its remedies in respect of this Agreementthe required security prior to making such demand. (b) a default by the Developer has been rectified by the Town in accordance with the provisions of this Agreement and the Developer has failed to pay the costs and expenses of such rectification within THIRTY (30) days after receipt from the Town of an account therefor; (c) emergency repair work has been done to Municipal Improvements by the Town in accordance with the provisions of this Agreement and the Developer fails to pay the costs and expenses of such repair work within THIRTY (30) days after receipt from the Town of an account therefor; (d) the Developer by any act or omission is in default of any term, condition or covenant of this Agreement; (e) the security to be provided by the Developer to the Town pursuant to this Agreement is due to expire within a period of SIXTY (60) days and the Developer has not deposited with the Town a renewal or replacement of such security in terms and form acceptable to the Town's solicitors; the Town may invoke the provisions of this Section, and make demands as payee and beneficiary under the Irrevocable Letter of Credit provided by the Developer to the Town pursuant to the requirements of this Agreement. 22.10 14.10 In the event that the Town has negotiated negotiated, called upon, or called upon otherwise received proceeds from, the security to be deposited by the Developer with the Town in circumstances where the said security was due to expire for any reason contemplated within the said SIXTY (60) day periodthis Agreement, then the Town shall be entitled to hold and apply any such funds thereby obtained as a security deposit in lieu of the security which has been negotiated or called uponoriginal security. 22.11 In the event that the Town has negotiated or called upon the security to be deposited by the Developer with the Town, the Town may, at its option and discretion, use any funds thereby obtained in any manner the Town deems fit to discharge the obligations of the Developer pursuant to this Agreement.

INDEMNITY AND SECURITY. 22.1 22.1. The Developer shall indemnify and save harmless the Town City from any and all losses, costs, damages, actions, causes of action, suits, claims and demands resulting from anything done or omitted to be done by the Developer in pursuance or purported pursuance of this Agreement.Agreement.‌ 22.2 22.2. The Developer covenants and agrees that it shall carry comprehensive liability insurance and that the following provisions shall apply to such insurance: (a) the Town The City shall be a named an additional insured in all public liability policies;policies;‌ (b) all All policies shall provide that an event of default on the part of the Developer, its servants or agents, shall not be an event of default on the part of the TownCity; (c) none None of the policies shall be cancelled unless THIRTY Thirty (30) days prior written notice of cancellation is first given to the TownCity; (d) copies Copies of all policies of insurance shall immediately be provided to the Town City upon written request by the Town;execution of this Agreement; and‌ (e) the The insurance policies shall have the following minimum limits of coverage: (Recommend confirming sufficiency coverage of amounts with the Town insurer) (i) Public Liability or Property Damage - Bodily Injury - each person TWO not less than FIVE MILLION DOLLARS ($2,000,000.005,000,000.00) DOLLARS; each accident FOUR MILLION ($4,000,000.00) DOLLARS - Property Damage (aggregate) each accident FIVE HUNDRED THOUSAND ($500,000.00) DOLLARS; (these amounts may need per occurrence for such period as the Developer has any rights or obligations hereunder with respect to be increased) (ii) Automobile Public Liability the Development Area, and Third Party Property Damage - Owned a comprehensive liability policy, including extended coverage and Non-Owned Vehicles – Bodily Injury - each person TWO MILLION ($2,000,000.00) DOLLARS; each accident FOUR MILLION ($4,000,000.00) DOLLARS - Property Damagemalicious damage endorsement, each accident FIVE HUNDRED THOUSAND ($500,000.00) DOLLARSas per industry standard, insuring the full value of the work undertaken by the Developer pursuant to this Agreement. 22.3 22.3. In order to ensure to the Town City full compliance by the Developer with the terms, covenants and conditions of this Agreement, the Developer hereby covenants and agrees that it shall deliver and deposit with the Town City, security in the form hereinafter prescribed and that the following provisions, inclusive of Schedule "H", provisions shall apply to determining the amount of the security and the time or times at which the security shall be deposited with the TownCity: (a) the The security shall be deposited by the Developer with the Town City upon the execution of this Agreement and in any event prior to Commencement of Construction; b) the security in respect of the Development Area, shall be in the amount required under City Policy, attached as Schedule H to this Agreement, based on the estimated value of the Municipal Improvements to be constructed, to secure the performance of the Developer’s obligations pursuant to this Agreement; (b) the security provided shall be an amount equal to the sum of the following amounts: (i) FIFTY (50%) percent of the estimated costs of constructing and installing Municipal Improvements listed in paragraphs (a), (b), (c), (d), (e), of Schedule "C" attached to this Agreement which shall be reduced to TEN (10%) Percent after the issuance of CCC’s; ONE HUNDRED (100%) percent of the estimated costs of constructing and installing Municipal Improvements listed in paragraphs (f), (k), (m), (n), of Schedule "C" attached to this Agreement which shall be reduced to FIFTY (50%) Percent after issuance of the CCC’s; ONE HUNDRED AND FIFTY (150%) percent of the estimated costs of constructing and installing Municipal Improvements listed in paragraphs (j), (l), (p), of Schedule "C" attached to this Agreement which shall be reduced to ONE HUNDRED (100%) Percent after the issuance of CCC’s; and FIFTY (50%) percent of the estimated costs of constructing and installing Municipal Improvements listed in paragraphs (g), (h), (i), (o), of Schedule "C" attached to this Agreement which shall be reduced to ZERO (0%) Percent after the issuance of the CCC’s; and (c) for For purposes of this paragraph 22.3Paragraph, the estimated costs cost for the Municipal Improvements shall be determined as follows: (i) if known at the time that this Agreement is made, as set out in Schedule I of this Agreement;‌ ii) if unknown at the time that this Agreement is made, where actual tendered costs are available, available the tendered costs shall be used; (iiiii) where actual tendered costs are not available, the Developer's Consultant shall prepare cost estimates which shall be submitted to the Town Municipality for approvalapproval together with all applicable background documentation, and if approved by the TownMunicipality, such cost estimates shall be used; and iv) where actual tendered costs are not available, and the Developer and the Developer's Consultant has not provided estimates for the Municipality to approve, the Municipality may establish estimated costs in its sole discretion for the purposes of establishing the required security. 22.4 22.4. It is understood and agreed by the Developer that the Developer shall, during the currency of this Agreement (including the Guarantee Maintenance Period for the Municipal Improvements prescribed by this Agreement), maintain in full force and effect all security and liability insurance prescribed herein.herein.‌ 22.5 22.5. The said security as above referred to above shall consist of an of: a) An “Irrevocable Letter of Credit Credit” issued by a “Chartered Bank Bank” or the “Treasury Branch, ”; or‌ b) A “Bond” or such “Development Bond” issued by a licensed “Surety Company” that provides proof of a current “A-“ (or better) credit rating as determined by AM Best or other known and credible credit rating firm; or c) Such other security as may be approved by the solicitors for the TownCity; PROVIDED, that all or d) A cash security shall deposit account (and it may be in terms and form to be approved by the Town's solicitors as per schedule M.combination with a) or b) but not both);‌ 22.6 22.6. Any Irrevocable Letter of Credit or Bond provided as security by the Developer shall contain a provisions for either:‌ a) A covenant by the issuer that if the issuer has not received a release from the Town SIXTY City Sixty (60) days prior to the expiry date of the security, then the security shall automatically be renewed, shall b) A right on the part of the City to draw upon the same full amount of the security, or any portion thereof, in the event that the City has not received a replacement letter, or confirmation of an extension or renewal of the existing letter, at least Sixty (60) days prior to the expiry of the security. 22.7. In regards to security provided under this Agreement, the following terms and conditionsconditions shall apply:‌ a) Any cash security deposit, Irrevocable Letter of Credit, Bond or other security required or otherwise provided by the Developer to the City pursuant to this Agreement is hereby assigned and pledged to the City as security for the performance of the Developer’s obligations as contemplated herein (such assignment and pledge to be perfected by possession and/or registration); b) The Developer acknowledges having received a further period copy of ONE this Agreement, and the security terms contemplated herein, and waives any right it may have to receive a copy of any Financing Statement or Financing Charge Statement in relation hereto; and c) Notwithstanding any other provision of this Agreement and further, without prejudice to any other right or remedy of the City, the obligation of the City or its solicitor to release any security deposit funds held by it under or in connection with this Agreement (1including, without restriction, any cash deposit) yearis subject to the City’s right to deduct or set off any amount which may be due by the Developer to the City or the amount of any claim by the City against the Developer under this Agreement (including, without limitation, the amount of any liquidated damages). Without limitation, if the Developer is in breach or default of any provision of this Agreement or of any provision of any contract with any project manager(s), subcontractor or supplier, and, after receiving notice thereof, the Developer does not promptly remedy such default or breach or commence and diligently prosecute the remedy of such breach or default, the City may (but shall not be obligated to) take any measures it considers reasonably necessary to remedy such default or breach and any costs or liabilities incurred by the City in respect thereof may be deducted from or set off against any amount(s) to be paid or released to the Developer under this Agreement. This provision shall survive the termination of this Agreement for any reason whatsoever. 22.7 22.8. Any security or insurance herein required to be deposited by the Developer may be required to be increased or decreased by the Town City upon written notice to the Developer at any time during the currency of this Agreement if it shall appear to the Town City in its discretion that the security or insurance deposited is excessive or insufficient in relation to the costs or protection to the TownCity, for which security or insurance has been provided.. Without limiting the generality of the foregoing, the City may require an increase in security if the Developer has failed to comply with the construction timetable approved under Paragraph 3.7, or if the Developer has been issued a notice of default under Article 21.‌ 22.8 22.9. The amount of security and insurance to be provided by the Developer to the Town mayCity may be reduced, in the sole and absolute discretion of the TownCity, be reduced on application by acting reasonably in accordance with the Developer City Policy 61.00:28. In any event, upon expiration of the Developer having received a Construction Completion Certificate or Maintenance Period and after issuance of the Final Acceptance Certificate for of all the Municipal Improvements so completed; PROVIDED, that, after the issuance of any Construction Completion Certificates and prior to City shall release the issuance of Final Acceptance Certificates for all security of the Municipal Improvements, the security shall not be less than the amounts set out in section 22.3 (b) of this agreement based on the estimated costs of constructing and installing the municipal servicesDeveloper. 22.9 22.10. In the event that the Town City is of the opinion that: (a) a A default by the Developer has not been rectified by the Developer in accordance with the provisions of this Agreement.; (b) a A default by the Developer has been rectified by the Town City in accordance with the provisions of this Agreement and the Developer has failed to pay the costs and expenses of such rectification within THIRTY Thirty (30) days after receipt from the Town City of an account therefortherefore; (c) emergency Emergency repair work has been done to Municipal Improvements by the Town City in accordance with the provisions of this Agreement and the Developer fails to pay the costs and expenses of such repair work within THIRTY Thirty (30) days after receipt from the Town City of an account therefor;therefore;‌ (d) the The Developer by any act or omission is in default of any term, condition or covenant of this Agreement;; or (e) the The security to be provided by the Developer to the Town City pursuant to this Agreement is due to expire within a period of SIXTY Sixty (60) days and the Developer has not deposited with the Town City a renewal or replacement of such security in terms and form acceptable to the TownCity's solicitors; the Town . The City may invoke the provisions of this SectionParagraph, and make demands as payee and beneficiary under the Irrevocable Letter of Credit security provided by the Developer to the Town City pursuant to the requirements of this Agreement. 22.10 22.11. In the event that the Town City has negotiated negotiated, called upon, or otherwise received proceeds from, the security to be deposited by the Developer for any reason contemplated within this Agreement, then the City shall be entitled to hold and apply any such funds as a security deposit in lieu of the original security. 22.12. In the event that the City has negotiated, called upon the security to be deposited by the Developer with the Town in circumstances where the said security was due to expire within the said SIXTY (60) day period, then the Town shall be entitled to hold any funds thereby obtained in lieu of the security which has been negotiated or called upon. 22.11 In the event that the Town has negotiated or called upon the security to be deposited by the Developer with the TownCity, the Town City may, at its option and discretion, use any funds thereby obtained in any manner the Town City deems fit to discharge the obligations of the Developer pursuant to this Agreement.Agreement.‌‌

INDEMNITY AND SECURITY. 22.1 24.1. The Developer shall indemnify and save harmless the Town City from any and all losses, costs, damages, actions, causes of action, suits, claims and demands resulting from anything done or omitted to be done by the Developer in pursuance or purported pursuance of this Agreement. 22.2 24.2. The Developer covenants and agrees that it shall carry comprehensive liability insurance and that the following provisions shall apply to such insurance: (a) the Town City shall be a named an additional insured in all public liability policies; (b) all policies shall provide that an event of default on the part of the Developer, its servants or agents, shall not be an event of default on the part of the TownCity; (c) none of the policies shall be cancelled unless THIRTY (30) days prior written notice of cancellation is first given to the TownCity; (d) copies of all policies of insurance shall immediately be provided to the Town City upon written request by the Town;execution of this Agreement; and (e) the insurance policies shall have the following minimum limits of coverage: (Recommend confirming sufficiency coverage of amounts with the Town insurer) (i) Public Liability or Property Damage - Bodily Injury - each person TWO not less than FIVE MILLION DOLLARS ($2,000,000.005,000,000.00) DOLLARS; each accident FOUR MILLION ($4,000,000.00) DOLLARS - Property Damage (aggregate) each accident FIVE HUNDRED THOUSAND ($500,000.00) DOLLARS; (these amounts may need per occurrence for such period as the Developer has any rights or obligations hereunder with respect to be increased) (ii) Automobile Public Liability the Development Area, and Third Party Property Damage - Owned a comprehensive liability policy, including extended coverage and Non-Owned Vehicles – Bodily Injury - each person TWO MILLION ($2,000,000.00) DOLLARS; each accident FOUR MILLION ($4,000,000.00) DOLLARS - Property Damagemalicious damage endorsement, each accident FIVE HUNDRED THOUSAND ($500,000.00) DOLLARSas per industry standard, insuring the full value of the work undertaken by the Developer pursuant to this Agreement. 22.3 24.3. In order to ensure to the Town City full compliance by the Developer with the terms, covenants and conditions of this Agreement, the Developer hereby covenants and agrees that it shall deliver and deposit with the Town City, security in the form hereinafter prescribed and that the following provisions, inclusive of Schedule "H", provisions shall apply to determining the amount of the security and the time or times at which the security shall be deposited with the TownCity: (a) the security shall be deposited by the Developer with the Town upon City prior to the execution issue of this Agreementthe Notice to Proceed for each phase of development; (b) the security provided in respect of the Development Area, shall be an in the amount equal calculated and attached as Schedule “K” to this Agreement, based on the estimated value of the Municipal Improvements to be constructed, to secure the performance of the Developer’s obligations pursuant to this Agreement; (c) If Notice to Proceed is not issued within SIX (6) months of the date of this agreement, the developer will be required to submit new construction estimates to the sum of City at the following amounts: (i) FIFTY (50%) percent of date the Notice to Proceed is requested, to reflect the estimated costs of constructing the landscaping and installing Municipal Improvements listed local improvements at the that time. The securities required to be provided by the Developer shall be based upon those estimates, as approved by the City, rather than the amounts stated in paragraphs (aParagraph 24.3(b), (b), (c), . (d), (e), of Schedule "C" attached to this Agreement which shall be reduced to TEN (10%) Percent after the issuance of CCC’s; ONE HUNDRED (100%) percent of the estimated costs of constructing and installing Municipal Improvements listed in paragraphs (f), (k), (m), (n), of Schedule "C" attached to this Agreement which shall be reduced to FIFTY (50%) Percent after issuance of the CCC’s; ONE HUNDRED AND FIFTY (150%) percent of the estimated costs of constructing and installing Municipal Improvements listed in paragraphs (j), (l), (p), of Schedule "C" attached to this Agreement which shall be reduced to ONE HUNDRED (100%) Percent after the issuance of CCC’s; and FIFTY (50%) percent of the estimated costs of constructing and installing Municipal Improvements listed in paragraphs (g), (h), (i), (o), of Schedule "C" attached to this Agreement which shall be reduced to ZERO (0%) Percent after the issuance of the CCC’s; and (c) for purposes of this paragraph 22.3Section, the estimated costs cost for the Municipal Improvements shall be determined as follows: (i) if known at the time that this Agreement is made, as set out in Schedule “K” of this Agreement; (ii) if unknown at the time that this Agreement is made, where actual tendered costs are available, available the tendered costs shall be used; (iiiii) where actual tendered costs are not available, the Developer's Consultant shall prepare cost estimates which shall be submitted to the Town Municipality for approvalapproval together with all applicable background documentation, and if approved by the TownMunicipality, such cost estimates shall be used.; and 22.4 24.4. It is understood and agreed by the Developer that the Developer shall, during the currency of this Agreement (including the Guarantee Maintenance Period for the Municipal Improvements prescribed by this Agreement), maintain in full force and effect all security and liability insurance prescribed herein. 22.5 24.5. The said security as above referred to above shall consist of of: (a) an “Irrevocable Letter of Credit Credit” issued by a “Chartered Bank Bank” or the “Treasury Branch” or a “Credit Union”, or such other security as may be approved by the solicitors for the TownCity; or (b) a cash security deposit account; or combination thereof, in the amount of the security required from time to time as described above; PROVIDED, that all security shall be in terms and form to be approved by the TownCity's solicitors as per schedule M.solicitors. Provided further that the Developer covenants and agrees that upon the occurrence of a default on the part of the Developer under this Agreement, the City may, at its option and without limiting any of its other remedies, accelerate and require payment in full of the security amount that would otherwise be required for a cash security deposit account, and such obligation shall be secured by the mortgage charge and/or encumbrance. 22.6 Any 24.6. The said security shall in terms and form to be approved by the City that shall contain the following terms and provisions: (a) Letters of Credit shall not have an expiry date; (b) a statement that the said irrevocable letter of credit is issued in favour of the City in consideration of the City entering into this Agreement with the named customer of the issuing bank; (c) an acknowledgment by the issuing bank that it has full knowledge of the terms, covenants and conditions of this Agreement; (d) an acknowledgment by the issuing bank that it has full knowledge that the issuing of the said Irrevocable Letter of Credit provided as security was and is a condition precedent to the execution of this Agreement by the Developer shall contain a covenant City; and, (e) an acknowledgment by the issuer issuing bank that if the issuer has not received a release from City shall be entitled to draw on the Town SIXTY (60) days prior said Irrevocable Letter of Credit in accordance with the provisions of this Agreement, and an undertaking by the issuing bank to promptly honour and pay draws made by the expiry date City. 24.7. Upon endorsement of the securityConstruction Completion Certificate (Schedule “M”), then the security shall automatically be renewed, upon the same terms and conditions, for a further period of ONE (1) year. 22.7 Any security or insurance herein required to be deposited by the Developer may be required to be increased or decreased by the Town upon written notice make application to the Developer at any time during Manager of Planning and Development to have the currency of this Agreement if it shall appear security amount reduced by an amount equal to the Town in its discretion that ratio of the security or insurance deposited is excessive or insufficient in relation work completed to the costs or protection original cost of the work, expressed as a percentage. This percentage will not be reduced to less than TEN (10%) percent of the Town, original estimate through the TWO (2) year Maintenance Period for which security or insurance has been providedunderground Local Improvements and TWO (2) years for surface Local Improvements. 22.8 24.8. The amount of security and insurance to be provided by the Developer to the Town mayCity may be reduced, in the sole and absolute discretion of the TownCity. In any event, be reduced on application by upon expiration of the Developer upon Maintenance Period and after issuance of the Developer having received a Construction Completion Certificate or Final Acceptance Certificate for of all the Municipal Improvements so completed; PROVIDEDthe City shall release the security of the Developer. 24.9. Upon endorsement of the Landscaping Completion Certificate for the Development Area, that, after the issuance of any Construction Completion Certificates and prior Developer may make application to have the security amount reduced by an amount equal to the issuance of Final Acceptance Certificates for all ratio of the Municipal Improvementswork completed to the original cost of the work, the security shall expressed as a percentage. This percentage will not be reduced to less than TWENTY (20%) percent of the amounts set out in section 22.3 original estimate through the TWO (b2) of this agreement based on the estimated costs of constructing and installing the municipal servicesgrowing season Maintenance Period for landscaping. 22.9 24.10. In the event that the Town is of the opinion that: (a) a default by the Developer City has not been rectified by the Developer in accordance with the provisions of this Agreement. (b) a default by the Developer has been rectified by the Town in accordance with the provisions of this Agreement and the Developer has failed to pay the costs and expenses of such rectification within THIRTY (30) days after receipt from the Town of an account therefor; (c) emergency repair work has been done to Municipal Improvements by the Town in accordance with the provisions of this Agreement and the Developer fails to pay the costs and expenses of such repair work within THIRTY (30) days after receipt from the Town of an account therefor; (d) the Developer by any act negotiated, called upon, or omission is in default of any termotherwise received proceeds from, condition or covenant of this Agreement; (e) the security to be provided deposited by the Developer to the Town pursuant to this Agreement is due to expire for any reason contemplated within a period of SIXTY (60) days and the Developer has not deposited with the Town a renewal or replacement of such security in terms and form acceptable to the Town's solicitors; the Town may invoke the provisions of this Section, and make demands as payee and beneficiary under the Irrevocable Letter of Credit provided by the Developer to the Town pursuant to the requirements of this Agreement, then the City shall be entitled to hold and apply any such funds as a security deposit in lieu of the original security. 22.10 24.11. In the event that the Town City has negotiated or negotiated, called upon the security to be deposited by the Developer with the Town in circumstances where the said security was due to expire within the said SIXTY (60) day period, then the Town shall be entitled to hold any funds thereby obtained in lieu of the security which has been negotiated or called upon. 22.11 In the event that the Town has negotiated or called upon the security to be deposited by the Developer with the TownCity, the Town City may, at its option and discretion, use any funds thereby obtained in any manner the Town City deems fit to discharge the obligations of the Developer pursuant to this Agreement.

INDEMNITY AND SECURITY. 22.1 The Developer shall 9.1 RiverOak will indemnify the Council and hold the Council indemnified at all times from and against all the CPO Costs (save harmless in respect of CPO Costs which arise as a result of the Town from any and all losses, costs, damages, actions, causes of action, suits, claims and demands resulting from anything done Council's negligence or omitted to be done by default). 9.2 As soon as reasonably practicable after the Developer in pursuance or purported pursuance date of this Agreement. 22.2 The Developer covenants and agrees that it Agreement RiverOak shall carry comprehensive liability insurance and procure that the following provisions Valuer shall apply produce to such insuranceRiverOak and the Council based upon the best evidence then available a Compensation Assessment listing: (a) the Town shall be a named insured in all public liability policies; (b) all policies shall provide that an event of default on the part of the Developer, its servants known or agents, shall not be an event of default on the part of the Town; (c) none of the policies shall be cancelled unless THIRTY (30) days prior written notice of cancellation is first given to the Town; (d) copies of all policies of insurance shall immediately be provided to the Town upon written request by the Town; (e) the insurance policies shall have the following minimum limits of coverage: (Recommend confirming sufficiency of amounts with the Town insurer) (i) Public Liability or Property Damage - Bodily Injury - each person TWO MILLION ($2,000,000.00) DOLLARS; each accident FOUR MILLION ($4,000,000.00) DOLLARS - Property Damage (aggregate) each accident FIVE HUNDRED THOUSAND ($500,000.00) DOLLARS; (these amounts may need to be increased) (ii) Automobile Public Liability and Third Party Property Damage - Owned and Non-Owned Vehicles – Bodily Injury - each person TWO MILLION ($2,000,000.00) DOLLARS; each accident FOUR MILLION ($4,000,000.00) DOLLARS - Property Damage, each accident FIVE HUNDRED THOUSAND ($500,000.00) DOLLARS. 22.3 In order to ensure to the Town full compliance by the Developer with the terms, covenants and conditions of this Agreement, the Developer hereby covenants and agrees that it shall deliver and deposit with the Town security in the form hereinafter prescribed and that the following provisions, inclusive of Schedule "H", shall apply to determining the amount of the security and the time or times at which the security shall be deposited with the Town: (a) the security shall be deposited by the Developer with the Town upon the execution of this Agreementanticipated Outstanding Interests; (b) the security provided shall heads of claim that the owner of those interests could be an amount equal entitled to the sum of the following amounts:make; (ic) FIFTY an estimated amount (50%or range of amounts) percent for compensation under each of the estimated costs those heads of constructing and installing Municipal Improvements listed in paragraphs (a), (b), (c), claim; (d), (e), of Schedule "C" attached to this Agreement which shall be reduced to TEN (10%) Percent after the issuance of CCC’s; ONE HUNDRED (100%) percent of the estimated costs of constructing and installing Municipal Improvements listed assumptions made in paragraphs (f), (k), (m), (n), of Schedule "C" attached to this Agreement which shall be reduced to FIFTY (50%) Percent after issuance of the CCC’s; ONE HUNDRED AND FIFTY (150%) percent of the estimated costs of constructing and installing Municipal Improvements listed in paragraphs (j), (l), (p), of Schedule "C" attached to this Agreement which shall be reduced to ONE HUNDRED (100%) Percent after the issuance of CCC’s; and FIFTY (50%) percent of the estimated costs of constructing and installing Municipal Improvements listed in paragraphs (g), (h), (i), (o), of Schedule "C" attached to this Agreement which shall be reduced to ZERO (0%) Percent after the issuance of the CCC’smaking that estimate; and (ce) for purposes of this paragraph 22.3, whether the estimated costs for owner could serve a Blight Notice Legal02#50725263v2[] Legal02#50725263v2[ST] and the Municipal Improvements Valuer shall be determined as follows: (i) where actual tendered costs are available, the tendered costs shall be used; (ii) where actual tendered costs are not available, the Developer's Consultant shall prepare cost estimates which shall be submitted to the Town for approval, and if approved by the Town, such cost estimates shall be used. 22.4 It is understood and agreed by the Developer that the Developer shall, during the currency of this Agreement (including the Guarantee Period for the Municipal Improvements prescribed by this Agreement), maintain in full force and effect all security and liability insurance prescribed herein. 22.5 The said security as above referred to shall consist of an Irrevocable Letter of Credit issued by a Chartered Bank or the Treasury Branch, or such other security as may be approved by the solicitors for the Town; PROVIDED, that all security shall be in terms and form to be approved by the Town's solicitors as per schedule M. 22.6 Any Irrevocable Letter of Credit provided as security by the Developer shall contain a covenant by the issuer that if the issuer has not received a release from the Town SIXTY (60) days prior to the expiry date of the security, then the security shall automatically be renewed, upon the same terms and conditions, for a further period of ONE (1) year. 22.7 Any security or insurance herein required to be deposited by the Developer may be required to be increased or decreased by review the Town upon written notice to the Developer at Compensation Assessment on a [three] monthly basis and where any time during the currency of this Agreement if it shall appear to the Town in its discretion that the security or insurance deposited is excessive or insufficient in relation to the costs or protection to the Town, for which security or insurance has been providedmaterial change occurs provide an updated Compensation Assessment. 22.8 The 9.3 RiverOak shall put the Council in funds for the Land Acquisition CPO Costs (including any Advance Payment) before serving an Acquisition Notice on the Council, the amount of security and insurance such funds to be provided by the Developer to the Town may, in the sole and absolute discretion of the Town, be reduced on application by the Developer upon the Developer having received a Construction Completion Certificate or Final Acceptance Certificate for the Municipal Improvements so completed; PROVIDED, that, after the issuance of any Construction Completion Certificates and prior to the issuance of Final Acceptance Certificates for all of the Municipal Improvements, the security shall not be less than the amounts set out in section 22.3 (b) of this agreement based on the estimated costs of constructing and installing the municipal services. 22.9 In the event that the Town is of the opinion thateither: (a) a default where the Land Acquisition CPO Costs have been agreed with the owner of an Outstanding Interest, the agreed amount; or (b) where such costs have not been agreed, an estimate of those costs to be determined by the Developer Valuer. 9.4 Where the actual Land Acquisition CPO Costs in respect of an Outstanding Interest exceed the funds RiverOak has not been rectified paid to the Council under clause 9.4(b) in respect of that Outstanding Interest, RiverOak shall within 10 Working Days of being notified by the Developer Council of the amount of the shortfall (which shall be accompanied by evidence of the actual amount of Land Acquisition CPO Costs) pay the amount of that shortfall to the Council. 9.5 [Within 20 working days of being notified of the amount of the shortfall in accordance with clause 9.5 RiverOak shall procure in the Council's favour a further Bond under which such financial institution or bondsman which issued the Bond shall pay the amount referred to in clause 9.5 to the Council in the event that XxxxxXxx fails to do so.] 9.6 The Council shall submit invoices to RiverOak no more frequently than once a month in respect of the Professional and Administrative CPO Costs and shall not be required to incur further Professional and Administrative CPO Costs if two or more such invoices remain unpaid at any one time. 9.7 Invoices shall be paid in accordance with clause 10. Legal02#50725263v2[] Legal02#50725263v2[ST] 9.8 Notwithstanding the termination of the Agreement RiverOak shall make payments of Professional and Administrative CPO Costs which are properly due under and in accordance with the provisions of this the Agreement as if the Agreement were still in full force and effect: (a) which the Council was legally bound to make as at the date of termination of the Agreement.; or (b) a default which have been paid by the Developer has been rectified by the Town Council in accordance with the provisions terms of the Agreement prior to the date of termination of the Agreement. 9.9 Subject to clause 13 of this Agreement and agreement the Developer has failed to pay the costs and expenses of such rectification within THIRTY (30) days after receipt from the Town of an account therefor;Council agrees it will: (ca) emergency repair work has been done to Municipal Improvements by the Town in accordance with the provisions of this Agreement and the Developer fails to pay the costs and expenses of such repair work within THIRTY (30) days after receipt from the Town of an account therefor; (d) the Developer by not do any act or omission is in default thing or omit to do any act or thing with regard to the making and implementation of the CPO which would increase the liability of RiverOak under this agreement; and (b) do all such acts or things with regard to the making and implementation of the CPO which will minimise or mitigate the extent of any term, condition or covenant liability of RiverOak under this Agreement; (e) the security to be provided by the Developer to the Town pursuant to this Agreement is due to expire within a period of SIXTY (60) days and the Developer has not deposited with the Town a renewal or replacement of such security in terms and form acceptable to the Town's solicitors; the Town may invoke the provisions of this Section, and make demands as payee and beneficiary under the Irrevocable Letter of Credit provided by the Developer to the Town pursuant to the requirements of this Agreementagreement. 22.10 In the event that the Town has negotiated or called upon the security to be deposited by the Developer with the Town in circumstances where the said security was due to expire within the said SIXTY (60) day period, then the Town shall be entitled to hold any funds thereby obtained in lieu of the security which has been negotiated or called upon. 22.11 In the event that the Town has negotiated or called upon the security to be deposited by the Developer with the Town, the Town may, at its option and discretion, use any funds thereby obtained in any manner the Town deems fit to discharge the obligations of the Developer pursuant to this Agreement.