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(2) Except for any willful misrepresentation or any willful or wanton <br /> misconduct of the Indemnified Parties, the Developer agrees to protect and defend the <br /> Indemnified Parties, now and forever, and further agrees to hold the aforesaid harmless from any <br /> claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever <br /> arising or purportedly arising from the actions or inactions of the Developer (or if other persons <br /> acting on its behalf or under its direction or control) under this Agreement, or the transactions <br /> contemplated hereby or the acquisition, construction, installation, ownership, and operation of <br /> the Project; provided, that this indemnification shall not apply to the warranties made or <br /> obligations undertaken by the City in this Agreement or to any actions undertaken by the City <br /> which are not contemplated by this Agreement. <br /> (3) All covenants, stipulations, promises, agreements and obligations of the <br /> City 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 or <br /> employee of the City, as the case may be. <br /> 2212455v4 10 <br />