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foregoing indemnification shall not be effective for any actions <br /> of the Indemnified Parties that are not contemplated by this <br /> Agreement. <br /> (2) Except for any willful misrepresentation or any willful <br /> or wanton misconduct of the Indemnified Parties, the Developer <br /> agrees to protect and defend the Indemnified Parties, now and <br /> forever, and further agrees to hold the aforesaid harmless from <br /> any claim, demand, suit, action or other proceeding whatsoever by <br /> any person or entity whatsoever arising or purportedly arising <br /> from the actions or inactions of the Developer (or if other <br /> persons acting on its behalf or under its direction or control) <br /> under this Agreement, or the transactions contemplated hereby or <br /> the acquisition, construction, installation, ownership, and <br /> operation of the Project; provided, that this indemnification <br /> shall not apply to the warranties made or obligations undertaken <br /> by the City in this Agreement or to any actions undertaken by the <br /> City which are not contemplated by t his Agreement but shall, in <br /> any event and without regard to any fault on the part of the <br /> City, apply to any pecuniary loss or penalty (including interest <br /> thereon from the date the loss is incurred or penalty is paid by <br /> the city at a rate equal to the Prime Rate) as a result of the <br /> Developer causing limitations as to the use of Tax Increments as <br /> set forth in Section 469 * 176, Subdivision 4 to be violated. <br /> (3) All covenants, stipulations, promises, agreements and <br /> obligations of ,the City contained herein shall be deemed to be <br /> the covenants, stipulations, promises, agreements and obligations <br /> of the city and not of any governing body member, officer, agent, <br /> servant or employee of the City, as the case may be. <br /> 241685.Red 13 <br /> V5 to V4i OS/20/98 <br />