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liabilities incurred in connection with any such claim or proceeding brought thereon; except that the Deves'oper shall not be required to indemnify the Indemnitee for damages caused by the negligence or willful misconduct of any Indemnitee. In the event that any action or proceeding is brought against the City, or any of its respective officers, directors, officials, employees or agents, with respect to which indemnity may be sought hereunder, the Developer, upon written notice from the indemnified party, shall assume the investigation and defense thereof, including the employment of counsel and the payment of all separate counsel in any such action or proceedings and to participate in the defense thereof, and the Developer shall pay the fees and expenses of such separate counsel. The Developer also shall pay and discharge and shall indemnify and hold harmless the City from (1) any lien or charge upon payments by the Developer to the City, and (2) any taxes (including, without limitation, all ad valorem taxes and sales taxes), assessments, impositions and other charges in respect of any portion of the Project. If any such claim is asserted, or any such lien or charge upon payments, or any such taxes, assessments, impositions or other charge upon payments, or any such taxes, assessments, impositions or other charges are sought to be imposed, the City shall give prompt notice to the Developer and the Developer shall have the sole right and duty to assume, and will assume, the defense thereof, with full power to litigate, compromise or settle the same in its sole discretion. In addition thereto, the Developer will pay upon demand all of the reasonable fees and expenses paid or incurred by the City in enforcing the provisions hereof. In addition, Developer will maintain, at all times during the term of this Agreement, hazard and liability insurance sufficient to protect City's interest. SECTION 19. RECORDATION OF REGULATORY AGREEMENT The Developer shall cause this Regulatory Agreement and all amendments and supplements hereto to be recorded in the land records of the City, and in such other places as the City may reasonably request. SECTION 20. SUCCESSORS BOUND This Regulatory Agreement and the covenants and conditions contained herein shall run with the land and shall bind, and the benefits shall inure to, respectively, the Developer and its successors and assigns and all subsequent Developers of the Project or any interest herein, and the City and its successors and assigns. SECTION 21. SEVERABILITY The invalidity of any clause, part or provision of this Regulatory Agreement shall not affect the validity of the remaining portions thereof. Nothing in this Regulatory Agreement shall prevent the City from exercising any of its rights under the Deed of Trust. ~~