03/13/2006 Council Packet (2) - Laserfiche WebLink

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• • subject to the qualification described in Section B.2 above). The parties will negotiate in good faith regarding the financing structure that meets their mutual needs and interests. E. INDEMNIFICATION Except where arising from the negligent or wrongful act or omission of the following named parties, the YMCA agrees to protect and defend the City its governing body members, officers, agents, servants and employees acting in their capacity on behalf of the City, and further agrees to hold the City and them harmless from any claim, demand, suit, action or other proceeding made by any person or entity arising or purportedly arising from this Agreement or the transactions contemplated hereby or the acquisition, construction, installation, ownership, maintenance and operation of the YMCA facility, other than any claim arising from an act or omission of the City' s governing body members, officers, agents, servants and employees thereof. F. PURPOSE OF AGREEMENT This Agreement is intended to describe the general terms under which the YMCA facility will be constructed, and the respective responsibilities of the YMCA and City. The parties understand that the terms described in this Agreement will be incorporated in definitive agreements (the form of which may depend on the ultimate financing structure), and that these terms may be revised as negotiations proceed. However, this Agreement sets forth the primary understanding under which the YMCA and City will proceed. 7 -110-