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I perform, or the preparation of plans for improvements different from those contemplated under the February Agreement) shall not constitute grounds of enforced delay under this Section 10.04. The Party claiming such extension shall send written notice of the extension to the other within thirty (30) days from the commencement of the cause. Times of performance under this Agreement may also be extended in writing by the Agency and the Developer by mutual agreement of Developer and the Executive Director unless the Executive Director, in his/her discretion, refers the matter of extension to the Agency Board. 10.05 Inspection of Books and Records. The Agency has the right at all reasonable times to inspect on a confidential basis the books, records and all other documentation of the Developer pertaining to its obligations under this Agreement. The Developer also has the right at all reasonable times to inspect the books, records and all other documentation of the Agency pertaining to its obligations under this Agreement. Said rights of inspection shall terminate within one (1) year after issuance of the Certificate of Completion for the Developer Improvements. 10.06 Provision Not Merged With Deeds. None of the provisions of this Agreement are intended to or shall be merged by the Agency transferring title to any real property the subject of this Agreement from Agency to Developer or any successor in interest, and such deed, as well as any subsequent deeds, shall not be deemed to affect or impair the provisions and covenants of this Agreement. 10.07 Indemnity by Developer. (a) Except as provided in Section I0.07(c) of this Agreement, Developer shall assume all responsibility for, defend, indemnify, and hold harmless the Agency from and against any claim, suit, damage, or loss arising from or in connection with this Agreement, the development or use of the Property (or, to the extent provided under the License Agreement), the Adjacent City Property), the development of the Developer Improvements, and Developer's performance or non - performance under or with respect to this Agreement, and any claims for relocation related to the Property. If any such claim is attributable to an action or omission of Developer's construction contractor, without limiting the foregoing, such contractor shall also defend, indemnify and hold harmless the Agency against such claim arising out of or in connection with Developer's construction contractor's purported acts or omissions on or about, or Developer's construction contractor's occupancy or use of, the Property or Developer's construction contractor's performance or non - performance under or with respect to this Agreement, except to the extent any such claim arises out of or in connection with the Agency's purported acts or omissions on, about or with respect to the Property or the Agency's performance or non - performance under or with respect to this Agreement. (b) Upon knowledge of any such claim, the Agency shall notify the Developer (and may notice the Developer's construction contractor) of such claim in writing; provided that the failure to so notify the-Developer shall not excuse Developer's responsibilities hereunder. Developer shall notify its construction contractor of any such claim or notice by the Agency. Upon receipt of such written notice, Developer, and, if applicable, its construction contractor, shall defend at their own expense any suit based on such claim. Such defense shall 36 DOCS0074604 I v4\24258.0002