Agmt01 Western Innisfree Ventures LLC

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§504 Cost of Construction Subject to the terms and provisions of this Agreement, the cost of developing thc Project and constructing all improvements thereon shall be borne by Developer. §505 Construction Schedule After the conveyance of title or possession in accordance with this Agreement and the granting of all permits and approvals as contemplated in this Agreement, the Developer shall promptly begin and thereafter complete the preparation of the Project Site for construction, and the construction of thc improvements and the development of the Project Site (including the construction of the Public Parking Facility and the relocation of utilities and thc culvert, unless such relocation is performed by thc City pursuant to Section 518 of this Agreement and) in accordance with the Schedule of Performance, The Developer shall begin and complete all construction and development within the times specified in the Schedule of Performance or such reasonable extension of said times as may be granted by the Agency in accordance with this Agreement. The Schedule of Performance is subject to revision from time-to-time as mutually agreed upon in writing by the Parties. The City and the Agency, respectively, acknowledge that the City Manager of the City shall be authorized to approve on behalf of the City, and the Executive Director of the Agency shall be authorized to approve on behalf of thc Agency, thc making of any such revisions to the Schedule of Performance that arc non-material. During thc period of construction, but not more frequently than once a month, the Developer shall submit to the Agency a written progress report of the construction when and as requested by the Agency. Such requirement shall be deemed satisfied upon submittal by the Developer of a copy of its report to the construction lender. §506 Insurance and Indemnification Developer shall defend, indemnify and hold harmless the Agency and the City and their governing bodies and their officers, employees, agents and attorneys (collectively, the "Indemnitees") from and against any liability, loss, cost or expense arising out of any personal injury (including death) or physical damage to property, including loss of use of property resulting from any such physical damage, caused by Developer or its agents in conducting its Site Feasibility Assessment, except such as may arise from the negligence or willful misconduct of the Agency and/or the City, or their officers, members, agents or employees. Prior to the commencement of construction on the Project Site or any portion thereof, Developer shall furnish or cause to be furnished to the Agency duplicate originals of bodily injury and property damage insurance in the aggregate amount of Three Million Dollars ($3,000,000) combined single limit policy naming the Agency and the City, and their governing bodies, officers, members, agents, attorneys and employees as co-insureds, which coverage shall be primary insurance and not contributing with any other insurance maintained by the Agency. Such policy shall include broad form contractual liability coverage to the extent such coverage is provided subject to standard exclusions, for Developer's indemnification agreement set forth in this section. Developer shall also furnish or cause to be furnished to the Agency and the City evidence satisfactory to the Agency and the City that any contractor with whom it has contracted for the performance of work on the Project Site carries workers' compensation insurance as 23 DOCSSF1:648942.4 9975-5 C 14 120502