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5.8 Release and Indemniw. city hereby agrees to release, indemnify, protect, defend
<br />and hold Property Owner and its partners, trustees, beneficiaries, officers, directors, employees,
<br />shareholders, members, agents, affiliates,~m..an~.~g.e~ ?dvisors and other representatives and their
<br />respective partners, trustees, beneficiaries, officers, ~ctors, employees, shareholderS, members,
<br />agents, affiliates, managers, advisors and other representatives (collectively, the "Indemnified
<br />Parties") harmless from and against any and ail liabilities, demands, actions, causes of action,
<br />suits, claims, losses, damages, obligations, judgments, fmcs, debts, costs and expenses
<br />(including, without limitation, reasonable attorneys' fees, court costs and litigation expenses)
<br />suffered or incurred by any of the Indemnified Parties (a) as a result of any and ail third party
<br />claims of any nature whatsoever, arising directly or indirectly out of City's (including, without
<br />limitation, activities of any of City's officers, officiais, employees, consultants, contractors or
<br />other representatives) use of the Property for treatment of its sewage, sludge and effluent,
<br />including, without limitation, claims of personal injury or property damage resulting from
<br />radionuclide contamination or Co) arising directly or indirectly as a result of the enforcement by
<br />an Indemnified Party of this release and indemnity. All fees, costs and expenses to be paid by
<br />City hereunder shail be made on a "paid as incurred" basis within a reasonable time of the City's
<br />receipt of a statement or invoice therefor. Should City object to any such fees, costs or expenses,
<br />City shall nevertheless pay such fees, costs and expenses within a reasonable time which
<br />payment, if expressly stated in writing at the time of such payment to be "under protest" shail not
<br />prejudice City's right to subsequent object to such fee, cost or expense paid under protest.
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<br />ARTICLE 6.
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<br />AMENDMENTS AND TERMINATION
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<br /> 6.1 Amendment and Termination. This Agreement may only be amended,
<br />suspended, rescinded or terminated with the mutuai written consent of the Parties, except as
<br />provided in Section 2.4 (conflicting state or federal regulation), Section 4.4 (termination in the
<br />event of failure to annex by Annexation Deadline) or Section 5.4 (termination for breach) above.
<br />ff City and Property Owner mutually agree in writing to amend the terms of, or to terminate, this
<br />Agreement, the amendment or termination shail be accomplished in the manner provided in the
<br />Develol0ment Agreement Legislation, except as otherwise provided in this Agreement.
<br />
<br /> 6.2 ~. The provisions of this Agreement require a close degree
<br />of cooPeration between City and Property Owner and the refinements and further development
<br />of the Project may demonstrate that clarifications are appropriate with respect to the details of
<br />performance of City and Property Owner. If and when, from time to time, during the term of this
<br />Agreement, City and Property Owner agree that such clarifications are necessary or appropriate,
<br />they shall effectuate such clarifications through operating memoranda approved by City and
<br />Property Owner, which, after execution, shall be attached hereto. No such operating memoranda
<br />shail constitute an amendment to this Agreement requiring public notice or hearing. The City
<br />Attorney shall be authorized to make the determination whether a requested clarification may be
<br />effectuated'pursuant to this Section or whether the requested clarification is of such a character
<br />to constitute an amendment hereof pursuant to Section 6.1. The City Manager may execute any
<br />operating memoranda hereunder without City Council or Planning Commission action.
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