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<br />terms and provisions hereof. The Company represents and warrants that it has the requisite
<br />capability to undertake, complete, and operate the Project.
<br />7.02 Powers. The City Bodies represent and warrant that each has full constitutional
<br />and lawful right, power and authority, under currently applicable law, to execute, deliver and
<br />perform their respective obligations under this Agreement. The Company represents and warrants
<br />that it has the requisite power, right, and legal authority to execute, deliver and perform its
<br />respective obligations under this Agreement.
<br />7.03 Future Actions. The parties acknowledge that the agreements of the City Bodies
<br />under this Agreement are subject to future actions by such bodies, and by the bodies of the City,
<br />and compliance with statutory procedures required by Laws, including public notice and publi c
<br />hearing requirements. The City Bodies agree to use their best efforts to complete such statutory
<br />procedures, and to coordinate with the governing bodies of the City to complete such statutory
<br />procedures, and to take the final actions required to implement such agreements. Notwithstanding
<br />anything contained herein, failure to timely complete such future statutory procedures shall not
<br />result in any liability hereunder by the City Bodies to the Company or any party related to the
<br />Company.
<br />ARTICLE VIII. GENERAL PROVISIONS
<br />8.01 Indemnity; No Joint Venture or Partnership. The Company covenants and agrees
<br />at its expense to pay and to indemnify and save the City Bodies, and their officers, agents, and
<br />employees (the “Indemnitees”) harmless of, from and against, any and all Claims resulting directly
<br />or indirectly from the Company's (and/or any affiliate's thereof) Project activities with respect to
<br />work performed on the Project Site unless such claims, damages, demands, expenses or liabilities
<br />arise by reason of the negligent act or omission of the City Bodies, or other Indemnitees. To the
<br />extent permitted by law, the City Bodies shall indemnify and hold harmless the Company from and
<br />against any and all Claims, to the extent arising from or connected with the negligence or willful
<br />misconduct of the City Bodies or any party acting by, under, through, or on behalf of any of the
<br />City Bodies in connection with any inspection pursuant to Section 4.05. Nothing contained in this
<br />Agreement, nor any act of the City Bodies or the Company, or of any other person, shall be deemed
<br />or construed by any person to create any relationship of third-party beneficiary, employer and
<br />employee, principal, and agent, limited or general partners or joint ventures. The Developer is and
<br />will remain an “independent contractor” with respect to performance under this Agreement.
<br />8.02 Time of Essence. Time is of the essence of this Agreement. The parties shall make
<br />every reasonable effort to expedite the subject matters hereof (subject to any time limitations
<br />described herein) and acknowledge that the successful performance of this Agreement requires their
<br />continued cooperation.
<br />8.03 Conflict of Interest; No Individual Liability. No member, official, or employee of
<br />the City Bodies shall have any personal interest, direct or indirect, in this Agreement, nor shall any
<br />such member, official, or employee participate in any decision relating to this Agreement which
<br />affects their personal interests or the interests of any corporation, partnership, or association in
<br />which they, directly or indirectly, are interested. No member, official, or employee of the City
<br />Bodies shall be personally liable to the Developer or any successor in interest, in the event of any
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