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rights of City under this Section 9.9 shall automatically terminate and have no further force or effect upon completion of the Project. 9.10 Memorandum of Right of Reverter /Option to Purchase. Developer and City shall execute and acknowledge a Memorandum of this Agreement ( "Memorandum ") substantially in the form attached hereto as Exhibit B, and City shall cause the Memorandum to be recorded in the Official Records of Alameda County on the Closing Date. The Memorandum will include a description of the rights granted to the City in Sections 9.8 and 9.9 and the restrictions on Transfer described in Article VII 9.11 Construction Plans. If this Agreement is terminated pursuant to Section 9.3 or if the City exercises its rights under Section 9.8 or 9.9 the Developer, at no cost to the City, shall deliver to the City copies of any construction plans and studies in the Developer' possession or in the possession of the Developer' s consultants related to development of the Project on the Property, and City shall be entitled to use such plans and studies, subject to the rights of third parties. 9.12 Rights of Mortgagees. Any rights of the City under this Article IX shall not defeat, limit or render invalid any mortgage or deed of trust permitted by this Agreement or any rights provided for in this Agreement for the protection of holders of such instruments. Any conveyance or reverter of the Property to the City pursuant to this Article IX shall be subject to mortgages and deeds of trust permitted by this Agreement. ARTICLE X INDEMNITY AND INSURANCE. 10.1 Indemnitv. Developer shall indemnify, defend (with counsel approved by City) and hold Indemnitees harmless from and against any and all Claims, including without limitation, Claims arising directly or indirectly, in whole or in part, as a result of or in connection with Developer's or Developer's contractors, subcontractors, agents or employees development, construction, improvement, operation, ownership or maintenance of the Project or the Property, or any part thereof or otherwise arising out of or in connection with Developer's performance under this Agreement. Developer's indemnification obligations under this Section 10.1 shall not extend to Claims resulting solely from the gross negligence or willful misconduct of Indemnitees. The provisions of this Section 10.1 shall survive the issuance of a Certificate of Completion for the Project and the expiration or earlier termination of this Agreement. It is further agreed that City does not and shall not waive any rights against Developer that it may have by reason of this indemnity and hold harmless agreement because of the acceptance by City, or the deposit with City by Developer, of any of the insurance policies described in this Agreement. 10.2 Liability and Workers Compensation Insurance. (a) Prior to initiating work on the Project and continuing through the issuance of the final certificate of occupancy or equivalent for the Project, Developer and all contractors 1875524.3 32