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Section 4.5. Agreement to Pay Attorney's Fees and Expenses. Whenever any <br />Event of Default occurs on the part of the Developer, and the City shall employ attorneys <br />or incur other expenses for the collection of payments due or to become due or for the <br />enforcement or performance or observance of any obligation or agreement on the part of <br />the Developer herein contained, the Developer agrees that it shall, on demand therefor, <br />pay to the City the reasonable fees of such attorneys and such other expenses so incurred <br />by the City, and the same shall be deemed to be City Costs. <br />Section 4.6. Indemnification of City. <br />(a) The Developer releases from and covenants and agrees that the City, its <br />governing body members, officers, agents, including the independent contractors, <br />consultants and legal counsel, servants and employees thereof (hereinafter, for purposes <br />of this Section, collectively the "Indemnified Parties ") shall not be liable for and agrees to <br />indemnify and hold harmless the Indemnified Parties against any loss or damage to <br />property or any injury to or death of any person occurring at or about or resulting from <br />any defect in the Project, provided that the foregoing indemnification shall not be <br />effective for any negligence of the Indemnified Parties. <br />(b) Except for any negligence or willful misrepresentation or any willful or <br />wanton misconduct of the Indemnified Parties, the Developer agrees to protect and <br />defend the Indemnified Parties, now and forever, and further agrees to hold the aforesaid <br />harmless from any claim, demand, suit, action or other proceeding whatsoever by any <br />person or entity whatsoever arising or purportedly arising from the actions or inactions of <br />the Developer (or if other persons acting on its behalf or under its direction or control) <br />under this Agreement, or the transactions contemplated hereby or the acquisition, <br />construction, installation, ownership, and operation of the Project; provided, that this <br />indemnification shall not apply to the warranties made or obligations undertaken by the <br />City in this Agreement or to any actions undertaken by the City which are not <br />contemplated by this Agreement. <br />(c) All covenants, stipulations, promises, agreements and obligations of the City <br />contained herein shall be deemed to be the covenants, stipulations, promises, agreements <br />and obligations of the City and not of any governing body member, officer, agent, servant <br />or employee of the City, as the case may be. <br />1058683.RED <br />V5 to V4; 7/14/99 <br />19 <br />PAGE 36 <br />