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<br />7. Representations and Warranties. Each party represents and warrant to the other that:
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<br />(a) It is authorized by law to enter into this Agreement and to carry out its
<br />obligations hereunder. Performance of its obligations hereunder does not conflict with any of its
<br />contracts, enabling legislation or governing documents.
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<br />(b) It will cooperate with the other party with respect to any litigation, other than
<br />litigation in which the parties are adversaries, commenced with respect to the Abatement, the
<br />Additional Improvement or the Property.
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<br />8. Release and Indemnification Covenants. (a) The Developer releases from and covenants
<br />and agrees that neither the City, nor its governing body members, officers, agents, servants, or
<br />employees shall be liable for and agrees to indemnify and hold harmless the City, and its governing
<br />body members, officers, agents, servants, and employees against any loss or damage to property or
<br />any injury to or death of any 'person occurring at or about or resulting from any defect in the
<br />Additional Improvements.
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<br />(b) Except for any willful misrepresentation or any willful or wanton misconduct of the
<br />following named parties, the Developer agrees to protect and defend the City, and its governing
<br />body members, officers, agents, servants, and employees now or forever, and further agrees to hold
<br />the aforesaid harmless from any claim, demand, suit, action or other proceeding whatsoever by any
<br />person or entity whatsoever arising or purportedly arising from this Agreement, or the transactions
<br />contemplated hereby or the acquisition, construction, installation, ownership, maintenance, and
<br />operation of the Additional Improvements.
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<br />(c) The City, and its governing body members, officers, agents, servants, and employees
<br />shall not be liable for any damage or injury to the persons or property of the Developer or its
<br />officers, agents, servants, or employees, or any other person who may be about the Property or
<br />Additional Improvements, due to any act of negligence of any person.
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<br />(d) All covenants, stipulations, promises, agreements, and obligations of the City
<br />contained herein shall be deemed to be the covenants, stipulations, promises, agreements and
<br />obligations of the City, and not of any governing body member, officer, agent, servant, or employee
<br />of the City in the individual capacity thereof.
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<br />9. Assignment. The Developer may not assign its rights or obligations under this
<br />Agreement to any person or entity without prior written approval by the City.
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<br />10. Miscellaneous. (a) This Agreement may be amended by the parties only by written
<br />instrument approved and executed by the parties.
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<br />(b) This Agreement may be executed in any number of counterparts, each of which shall
<br />constitute one and the same instrument.
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<br />(c) A notice, demand or other communication under this Agreement by either part to the
<br />other will be sufficiently given or delivered if its sent by mail, postage prepaid, return receipt
<br />requested or delivered personally:
<br />SJB-187989v I 4
<br />CE155-7
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