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(3) The City may take any action, including legal or administrative action, in <br />law or equity, which may appear necessary or desirable to enforce performance and observance of <br />any obligation, agreement, or covenant of the Developer under this Agreement. <br />Section 4.3. No Remedy Exclusive. No remedy herein conferred upon or reserved to the <br />City is intended to be exclusive of any other available remedy or remedies, but each and every <br />such remedy shall be cumulative and shall be in addition to every other remedy given under this <br />Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to <br />exercise any right or power accruing upon any default shall impair any such right or power or shall <br />be construed to be a waiver thereof, but any such right and power may be exercised from time to <br />time and as often as may be deemed expedient. <br />Section 4.4. No Implied Waiver. In the event any agreement contained in this <br />Agreement should be breached by any party and thereafter waived by any other party, such waiver <br />shall be limited to the particular breach so waived and shall not be deemed to waive any other <br />concurrent, previous or subsequent breach hereunder. <br />Section 4.5. Agreement to Pay Attorney's Fees and Expenses. Whenever any Event of <br />Default occurs and the City shall employ attorneys or incur other expenses for the collection of <br />payments due or to become due or for the enforcement or performance or observance of any <br />obligation or agreement on the part of the Developer herein contained, the Developer agrees that <br />it shall, within thirty (30) days' demand therefor, pay to the City the fees of such attorneys and <br />such other expenses so incurred by the City. <br />Section 4.6. Indemnification of City. <br />(1) The Developer (a) releases the City and its governing body members, <br />officers, agents, including the independent contractors, consultants and legal counsel, servants and <br />employees (collectively, the "Indemnified Parties") from, (b) covenants and agrees that the <br />Indemnified Parties shall not be liable for, and (c) agrees to indemnify and hold harmless the <br />Indemnified Parties against, any claim, cause of action, suit or liability for loss or damage to <br />property or any injury to or death of any person occurring at or about or resulting from any defect <br />in the Project or on the Development Property. <br />(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 Indemnified <br />Parties, now and forever, and further agrees to hold the aforesaid harmless from any claim, <br />demand, suit, action or other proceeding whatsoever by any person or entity whatsoever arising or <br />purportedly arising from the actions or inactions of the Developer (or other persons acting on its <br />behalf or under its direction or control) under this Agreement, or the transactions contemplated <br />hereby or the acquisition, construction, installation, ownership, and operation of the Project; <br />provided, that this indemnification shall not apply to the warranties made or obligations undertaken <br />by the City in this Agreement or to any actions undertaken by the City which are not contemplated <br />by this Agreement but shall, in any event and without regard to any fault on the part of the City, <br />apply to any pecuniary loss or penalty (including interest thereon from the date the loss is incurred <br />or penalty is paid by the City at a rate equal to the Prime Rate) as a result of the Project causing <br />the Tax Increment District to not qualify or cease to qualify as a "redevelopment district" under <br />12 <br />76644791v2 <br />