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prepared for or commissioned by Developer with respect to the Project or the Property within ten <br />(10) business days following their completion; provided however, Developer shall not be <br />obligated to provide proprietary financial information. <br />Developer agrees to include in all contracts for the preparation of any of Developer's <br />Studies a provision that will permit Agency to have the right to use and rely upon each such <br />study and report. Agency and Developer agree that traffic studies for the intersections abutting <br />the Town Hall Square Site are essential to further definition of the Project and should be <br />undertaken as soon as possible. <br />Developer's obligation to provide copies of any reports and studies obtained by <br />Developer during the term of this Agreement to Agency pursuant to this Section 8.1 shall survive <br />the expiration or earlier termination of this Agreement. <br />8.2 Right of Access. Subject to the terms of existing agreements regulating the use of <br />the Agency Property, Developer shall have the right of reasonable access for the purposes of <br />inspection, environmental assessments, soils testing, and similar work. Developer shall be <br />responsible for obtaining any additional rights of access to the remainder of the Property that are <br />necessary to prepare the Developer's Studies. The Agency may impose reasonable limitations <br />on access to the Agency Property, and may require Developer to provide Agency with proof of <br />insurance in compliance with Agency's requirements prior to performance of studies on the <br />Agency Property. Agency's advance written approval shall be required for any invasive testing. <br />Developer agrees that unless Agency agrees otherwise in writing, Developer shall repair, restore, <br />and return the Agency Property and all improvements located thereon to their condition prior to <br />any such testing at Developer's sole cost and expense. Developer shall at all times keep the <br />Agency Property free and clear of all liens and encumbrances. <br />Developer shall indemnify, defend, and hold the Agency and its elected and appointed <br />officers, officials, employees, consultants, agents and representatives (collectively, the <br />"Indemnitees") harmless from and against all liability, loss, cost, claim, demand, action, suit, <br />legal or administrative proceeding, penalty, deficiency, fine, damage and expense (including <br />without limitation reasonably attorney's fees and of litigation) (all of the foregoing, collectively <br />"Claims") arising out of Developer's and Developer's agents, employees, consultants, <br />representatives and contractor's entry on the Property or otherwise arising out of the exercise of <br />this right of access; provided, however, that the foregoing indemnity shall not require Developer <br />to repair or remediate any pre-existing conditions that are discovered by Developer, except to the <br />extent exacerbated by Developer. Developer's defense and indemnity obligations pursuant to <br />this Section 8.2 shall survive the expiration or earlier termination of this Agreement. <br />9. Agency s Reports, Obligations, and Studies. Within fifteen (15) days following the <br />Effective Date, Agency shall make available to Developer for review or copying at Developer's <br />expense all nonprivileged studies, surveys, plans, specifications, reports, and other documents <br />with respect to the Property that Agency has in its possession or control. Studies or documents <br />prepared by Agency and its agents solely for the purpose of negotiating the terms of an <br />agreement for development of the Property are excluded from this requirement. <br />1284546-2 6 <br />OfiS West:260718899.2 <br />19268-3 C14 <br />