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EXHIBIT 1 <br />withdrawing its Project applications, the City agrees to reasonably work along with <br />Developer in good faith to dismiss or settle any "Indemnified Claim," as defined in Section <br />10 below. Once an "Indemnified Claim" is dismissed or settled, Developer shall not be <br />liable for any costs or expenses incurred related to said 'Indemnified Claim" after the date <br />of such dismissal or settlement. <br />9. Default. <br />A. Should Developer fail to perform any of its obligations under this <br />Agreement, then City may, at its option, pursue any or all of the remedies available to it <br />under this Agreement, at law or in equity. <br />B. Without limiting any other remedy which may be available to it, if Developer <br />fails to perform any of its obligations under this Agreement, City may cease performing <br />its obligations under this Agreement. <br />C. If any amounts remain owing to City for Services actually performed prior to <br />termination of this Agreement, City may bring an action to recover all costs and expenses <br />incurred by the City in completing such Services, together with interest thereon from the <br />date incurred at the rate of ten percent (10%) per annum, or at the maximum legal rate, <br />whichever is greater. <br />D. City will not take the Project forward for consideration of discretionary <br />actions unless and until all fees are paid, If any amounts remain owing to City pursuant <br />to this Agreement for Services actually performed prior to termination of this Agreement, <br />City may withhold consideration of discretionary actions; permits and/or certificates of <br />occupancy until all such amounts are paid. <br />E. Should City fail to perform any of its obligations under this Agreement, then <br />Developer may, at its option, pursue any or all of the remedies available to it under this <br />Agreement, at law or in equity. <br />F. Without limiting any other remedy which may be available to it, if City fails <br />to perform any of its obligations under this Agreement, Developer may cease performing <br />its obligations under this Agreement. <br />10. Indemnification. Developer further agrees that to the fullest extent permitted <br />by law, the Developer shall defend, indemnify, protect, and hold harmless, the City of <br />Santa Ana and its constituent public agency members, officers, employees, volunteers, <br />attorneys and agents (in the aggregate, the "City Indemnitees") from any and all liability, <br />demand, claim, action, or proceeding, whether actual, alleged, or threatened, including <br />by way of example but not exclusion, proceedings of an administrative or regulatory <br />nature and proceedings that may be associated with alternative dispute resolution (an <br />"Indemnified Claim") brought by third parties against any City Indemnities (including any <br />advisory agency of the City), to attack, set aside, void, annul, or challenge the validity of <br />any approvals granted for the Project, the Environmental Document concerning the <br />3651962803 <br />6 20B-10 <br />