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• <br /> 3.05 Inspection of Books and Records. <br /> The Agency has the right at all reasonable times to inspect on a confidential basis the books, <br /> records and all other documentation of the Developer pertaining to its obligations under this Agreement <br /> The Developer also has the right at all reasonable times to inspect the books, records and all other <br /> documentation of the Agency pertaining to its obligations under this Agreement Said rights of inspection <br /> shall terminate upon the issuance of the Certificate of Completion with respect to the Agency's inspection of <br /> Developer's books and records. <br /> 3.06 Provision Not Merged With Deeds. <br /> None of the provisions of this Agreement are intended to or shall be merged by any Grant Deed <br /> transferring title to any real property the subject of this Agreement from Agency to Developer or any <br /> successor in interest and any such Grant Deed shall not be deemed to affect or impair the provisions and <br /> covenants of this Agreement <br /> 3.07 Indemnity by Developer. <br /> (a) Except as provided in Section 3.06 of this Part, Developer shall defend, indemnify, <br /> and hold harmless the Agency for any claim against the Agency of any nature whatsoever arising out of or <br /> in connection with Developer's purported acts or omissions on or about or Developer's occupancy or use <br /> of, the Property or Developer's performance or non - performance under or with respect to this Agreement, <br /> except to the extent any such claim arises out of or in connection with the Agency's purported acts or <br /> omissions on, about or with respect to the Property or the Agency's performance or non - performance <br /> under or with respect to this Agreement If any such claim is attributable to an action or omission of <br /> Developer's construction contractor, such contractor shall also defend, indemnify and hold harmless the <br /> Agency against such claim arising out of or in connection with Developer's construction contractor's <br /> purported acts or omissions on or about, or Developer's construction contractor's occupancy or use of, the <br /> Property or Developer's construction contractor's performance or non - performance under or with respect to <br /> this Agreement, except to the extent any such claim arises out of or in connection with the Agency's <br /> purported acts or omissions on, about or with respect to the Property or the Agency's performance or non- <br /> performance under or with respect to this Agreement <br /> (b) Upon knowledge of any such claim, the Agency shall notify the Developer and its <br /> construction contractor of such claim in writing. Upon receipt of such written notice, Developer, and, if <br /> applicable, its construction contractor, shall defend at their own expense any suit based on such claim. <br /> Such defense shall include provision of separate and independent counsel for the Agency where such <br /> counsel is required by the California Code of Professional Conduct or by common law conflict of interest <br /> principles. The Agency shall have the right to choose such independent counsel. <br /> If any judgment or claims against the Agency shall be allowed, the Developer and, if applicable, its <br /> construction contractor, shall pay or satisfy such judgment or claim and pay all costs and expenses in <br /> connection therewith. <br /> Disposition and Development Page 19 of 23 <br /> Agreement e r <br />