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with respect to the Tax Increment District, and therefore Tax Increments will not be available to reimburse the Developer for any of the costs paid by the Developer set forth above. 4.02 The Developer shall be responsible for its own legal fees, costs and expenses in connection with the Proj ect. 4.03 The Developer has previously deposited $5,000 with the City. The City shall be entitled to use the Deposit to pay costs set forth in Section 4.01 hereof, whether or not the Development Agreement is executed. If at any time prior to the execution of the Development Agreement, the City estimates that the costs and expenses set forth in Section 4.01 hereof will exceed the Deposit, the City will notify the Developer of any additional sum necessary to be deposited with the City to cover the remaining costs. ARTICLE 5. TERMINATION 5.01 The City shall have the right to terminate this Memorandum by giving written notice to the Developer upon the occurrence of any of the following: (a) the Developer fails to provide the City with the information required by Section 3.02 hereof by June 30, 2012; or (b) the final Development Agreement contemplated by Article 3 hereof is not executed by the Developer and the City by December 31, 2012; (c) if within 10 days of written notice from the City, the Developer does not make any additional deposit requested by the City pursuant to Section 4.03 hereof. ARTICLE 6. APPROVALS 6.01 This Memorandum and the final Development Agreement will be subject to approval by the City Council of the City of Roseville. 6.02 The Developer represents that the execution and delivery of this Memorandum has been duly authorized by all necessary action on the part of the Developer. 6.03 The Developer releases from and covenants and agrees that the City, its governing body, officers, agents, servants and employees thereof (hereinafter, for purposes of this Section, collectively the "Indemnified Parties") shall not be liable for and agrees to indemnify, defend and hold harmless the Indemnified Parties from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising from the actions or inactions of the Developer (or if other persons acting on its behalf or under its direction or control) under this Memorandum. 6.04 The City and Developer each agree to proceed diligently and in good faith toward the execution of a legally binding Development Agreement, but neither shall be liable to the other by reason of any actual or alleged breach of this Memorandum. a4o6aa6�a 3