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10 A. TO THE EXTENT PERMITTED BY THE OREGON CONSTITUTION, <br /> ARTICLE XI, SECTION g AND WITHIN THE LIMITATIONS OF THE OREGON TORT <br /> CLAIMS ACT, ORS 30.260, - 30.300, CITY SHALL INDEMNIFY AND HOLD QUINNEYS <br /> HARMLESS, AND AT QUINNEYS' ELECTION, DEFEND QUINNEYS FOR, FROM AND <br /> AGAINST ANY AND ALL CLAIMS, LOSSES, LIABILITY AND EXPENSES ARISING <br /> OUT OF ANY ACTION OR IN ANY WAY CONNECTED WITH: <br /> (1) .THE EXISTING CITY PARK PRIOR TO CLOSING. <br /> (2) THE EXISTING CITY PARK AND THE EXISTING QUINNEY <br /> PROPERTY .DURING THE PERIOD OF THE HOUSING DEVELOPMENT <br /> CONSTRUCTION ARISING OUT OF ANY ACTIONS BY THE CITY, ITS EMPLOYEES <br /> OR AGENTS. <br /> (3) THE NEW PARK AFTER THE HOUSING DEVELOPMENT <br /> CONSTRUCTION HAS BEEN COMPLETED AND THE NEW PARK HAS BEEN TURNED <br /> BACK TO CITY. <br /> B. QUINNEYS SHALL INDEMNIFY AND HOLD CITY HARMLESS, <br /> AND AT CITY'S ELECTION, DEFEND CITY FOR, FROM AND AGAINST ANY AND ALL <br /> CLA.IlVIS, LOSSES, LIABILITY AND EXPENSES ARISING OUT OF ANY ACTION OR IN <br /> ANY WAY CONNECTED WITH: <br /> (1) THE EXISTING QUINNEY PROPERTY BEFORE CLOSING. <br /> (2) THE EXISTING CITY PARK AND THE EXISTING QUINNEY <br /> PROPERTY DURING THE PERIOD OF THE HOUSING DEVELOPMENT <br /> CONSTRUCTION ARISING ,OUT OF ANY ACTIONS BY THE.. QLfINNEYS, THEIR <br /> AGENTS OR CONTRACTORS, OR THE EMPLOYEES, SUBCONTRACTORS, OR <br /> AGENTS OF THE CONTRACTORS. <br /> (3) THE NEW QUINNEYS PARCEL. <br /> 11. QUINNEYS HAVE NO RESPONSIBILITY TO CONSTRUCT FENCE AT <br /> WEST BOUNDARY LINE OF NEW CITY PARK. <br /> 12. THE PARTIES WILL GRANT EACH OTHER EASEMENTS OVER THEIlZ <br /> RESPECTIVE PROPERTIES AS NECESSARY FOR SEWER, STORM DRAINS, WATER, <br /> AND OTHER UTILITIES AT MUTUALLY AGREEABLE LOCATIONS. EASEMENTS <br /> <br /> . SHALL BE LOCATED TO AVOID SIGNIFICANTLY RESTRICTING POSSIBLE <br /> CURRENT OR FUTURE USE OF EACH PROPERTY. <br /> 13. TO THE EXTENT OF CITY STAFF IS AVAILABLE AND HAS <br /> CAPABILITY, CITY WILL COOPERATE FULLY AND PROMPTLY IN FACILITATING <br /> THE PROCESSING OF ALL APPLICATIONS FOR PERMITS NECESSARY FOR THE <br /> INTENT OF THIS AGREEMENT. NOTHING IN THIS PARAGRAPH OR ELSEWHERE IN <br /> THIS AGREEMENT EXCUSES QUINNEYS FROM COMPLIANCE WITH ALL <br /> APPLICABLE STANDARDS AND CRITERIA. <br /> PAGE 6--EXCHANGE AGREEMENT 4/10/2006 <br /> <br />