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7. Representations and Warranties. Each party represents and warrant to the other that:
<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.
<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.
<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.
<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.
<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.
<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.
<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.
<br /> 10. Miscellaneous. (a) This Agreement may be amended by the parties only by written
<br /> instrument approved and executed by the parties.
<br /> (b) This Agreement may be executed in any number of counterparts, each of which shall
<br /> constitute one and the same instrument.
<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- 187989v1 4
<br /> CE/ 55-7
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