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4.6 Taxes. Owner shall be responsible for all taxes assessed with respect to the Plaza. SECTION 5. LIABILITY AND INDEMNITY. 5.1 Owners Liability Assumption of Risk and Indemnity. Owner agrees to indemnify, defend and hold the City and the Commission harmless from and against any third party claims suffered by the City or the Commission relating to the Plaza unless such claims arise by reason of the negligent act or omission of the City or the Commission. 5.2 Commission's Liability Assumption of Risk and Indemnity. The Commission agrees to indemnify, defend and hold Owner harmless from and against any third party claims suffered by Owner as a result of a negligent act or omission of the Commission relating to the construction of the Plaza unless such claims arise by reason of the negligent act or omission of Owner. 5.3 Insurance. Owner shall purchase and maintain, or cause to be purchased and maintained, Comprehensive General Liability Insurance as is appropriate for the Plaza. Owner shall provide proof of such adequate insurance to the Commission and shall notify the Commission of any change in or termination of such insurance. The City and the Commission shall be named as an additional insured. SECTION 6. DEFAULT. Any material failure by either Party to perform any term or provision of this Agreement, which failure continues uncured for a period of 30 days following written notice of such failure from the other Party, unless such period is extended by written mutual consent, shall constitute a default under this Agreement. Any notice given pursuant to the preceding sentence shall specify the nature of the alleged failure and, where appropriate, the manner in which said failure satisfactorily may be cured. If the nature of the alleged failure is such that it cannot reasonably be cured within such 30 -day period, then the commencement of the cure within such time period, and the diligent prosecution to completion of the cure thereafter, shall be deemed to be a cure within such 30 -day period. Upon the occurrence of a default under this Agreement, the non- defaulting Party may institute legal proceedings at law or in equity (including any action to compel specific performance. If the default is cured, then no default shall exist and the noticing Party shall take no further action. SECTION 7. MISCELLANEOUS. 7.1 Severability. If any tern or provision of this Agreement, or the application of any term or provision of this Agreement to a particular situation, is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining terms and provisions of this Agreement, or the application of this Agreement to other situations, shall continue in full force and effect unless amended or modified by mutual consent of the parties. 7.2 Other Necessary Acts. Each Party shall execute and deliver to the other all such other further instruments and documents as may be reasonably necessary to accomplish the acts contemplated by this Agreement and to provide and secure to the other Parties the full and complete enjoyment of its rights and privileges hereunder. Notwithstanding the foregoing, the -4- dms.us.52586909.04