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8. Indemnification. The Developer and its assigns and successors in interest shall <br />indemnify and hold the City harmless from and against all claims, demands, disputes, damages, <br />costs, expenses (to include attorneys' fees whether or not litigation is necessary and if necessary, <br />both at trial and on appeal), incurred by the City as a result, directly or indirectly, of the <br />construction of the improvements on the Subject Property, except those claims or liabilities <br />caused by or arising from the gross negligence of the City, or its employees or agents. It is <br />specifically understood that the City is not guaranteeing the appropriateness, efficiency, quality <br />or legality of the use or development of the Subject Property, including, but not limited to, <br />drainage or sewer plans, fire safety, or quality of construction, whether or not inspected, <br />approved, or permitted by the City. <br />9. Notices. Where notice is herein required to be given, it shall be by certified mail <br />return receipt requested, addressee only, hand delivery, or courier. Said notice shall be sent to <br />the following, as applicable: <br />CITY'S REPRESENTATIVE: <br />James R. Newlon, City Manager <br />City of Casselberry <br />95 Triplet Lake Drive <br />Casselberry, FL 32707 <br />DEVELOPER'S REPRESENTATIVES: <br />CO -BB Casselberry Venture, LLC <br />Attn: Thomas Keady <br />12765 West Forest Hill Boulevard, Suite 1307 <br />Wellington, Florida 33414 <br />WITH A COPY TO: <br />Mark D. Thomson, Esq. <br />Shutts & Bowen LLP <br />300 South Orange Avenue, Suite 1000 <br />Orlando, Florida 32801 <br />Should any party identified above change, it shall be said party's obligation to notify the <br />remaining parties of the change in a fashion as is required for notices herein. It shall be the <br />Developer's obligation to identify its lender(s) to all parties in a fashion as is required for notices <br />herein. <br />10. Captions; Capitalized Terms. The captions used herein are for convenience only <br />and shall not be relied upon in construing this Agreement. Capitalized terms used in this <br />Agreement shall have the meanings set forth herein. <br />11. Binding Effect. This Agreement shall run with the land, shall be binding upon <br />and inure to the benefit of the Developer and its assigns and successors in interest, and the City <br />and its assigns and successors of interest. The Developer agrees to pay the cost of recording this <br />document in the Public Records of Seminole County, Florida, and shall reimburse the City for <br />the preparation of this Agreement in such amount to be determined by the City. <br />Page 4 <br />ORLDOCS 14630811 3 42471.0001 <br />