Agenda - Council - 09/27/2011 - Special

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the HRA pursuant to Note No. 2, the City's and the HRA's sole remedy for a breach of this Section 11.4 shall be to be to terminate TIF Note pursuant to Section 13.1 (g) and 13.2 (d). ARTICLE XII INDEMNIFICATION OF THE CITY AND THE HRA Section 12.1 Indemnification of the City and the HRA. Developer agrees to defend the City, the HRA, their governing body members, officers, agents, including independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, collectively the "Indemnified Parties "); to hold the Indemnified Parties harmless from; and to indemnify the Indemnified Parties against any third party claims, demands, suits, actions or other proceedings ( "Claims ") arising or purportedly arising from the actions or inactions of Developer (or if other persons acting on its behalf or under its direction or control) (i) pursuant to this Development Agreement or (ii) in connection with the transactions contemplated hereby or the acquisition, construction, installation, ownership, and operation of the Development Property. The provisions of this Section 12.1 are intended to survive the termination of this Agreement. ARTICLE XIII DEVELOPER EVENTS OF DEFAULT Section 13.1 Events of Default Defined. The following shall each be an "Event of Default" under this Agreement: (a) Developer's default in the performance of one or more of Developer's obligations under the Purchase Agreement if the HRA gives any notice of default provided for in the Purchase Agreement and Developer fails to cure the default within any applicable cure period provided for in the Purchase Agreement. (b) Developer's failure to commence or to substantially complete the construction of the Minimum Improvements pursuant to the terms and conditions of and within the time frame set forth in Section 5.5 of this Development Agreement, as the same may be extended pursuant to Section 11.3 of this Agreement. (c) Developer's default in the performance of one or more of Developer's obligations under the Loan Agreement, Note No. 1 or Note No. 2, if the City gives Developer any notice of default provided for in the Loan Agreement and Developer fails to cure the default within any applicable cure period provided for in the Loan Agreement. (d) Developer's default in the timely payment of any amounts due under Article IX within thirty (30) days after the City notifies Developer that Developer is delinquent in the payment thereof. (e) Developer's failure to pay any ad valorem real property taxes or installments of special assessments due and payable with respect to the Development Property 2695614v12 19