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2. Conduit bonds (under which the City loans the bond proceeds to the YMCA, using <br />loan repayments to secure the bonds). In this structure, the City would transfer <br />marketable title to the land upon or before issuance of the bonds, at no cost. The title <br />would be subject to the same use restrictions described above. <br />The parties will negotiate in good faith regarding the financing structure that meets their <br />mutual needs and interests. <br />E. INDEMNIFICATION <br />Except for any willful misrepresentation or any willful or wanton misconduct of the <br />following named parties, YMCA agrees to protect and defend the City and the governing <br />body members, officers, agents, servants and employees thereof, now or forever, and <br />further agrees to hold the aforesaid harmless from any claim, demand, suit, action or <br />other proceeding whatsoever by any person or entity whatsoever arising or purportedly <br />arising from this Agreement, or the transactions contemplated hereby or the acquisition, <br />construction, installation, ownership, maintenance and operation of the YMCA facility. <br />F. PURPOSE OF AGREEMENT <br />This Agreement is intended to describe the general terms under which the YMCA facility <br />will be constructed, and the respective responsibilities of the YMCA and City. The <br />parties understand that the terms described in this Agreement will be incorporated in <br />definitive agreements (the form of which may depend on the ultimate financing <br />SJB- 259390v1 <br />LN 140 -90 <br />5 <br />-43- <br />