Laserfiche WebLink
EXHIBIT 1 <br />Project, or seeking damages which may arise from any approvals granted for the Project, <br />the Environmental Document concerning the Project, or this Agreement, other than <br />liabilities, demands, claims, actions or proceedings caused by the negligence or willful <br />misconduct of the City or any City Indemnitee. <br />In any defense of any City Indemnitees, City shall have the absolute right to unilaterally <br />select the legal counsel for such City Indemnitees (with the intention of using one law firm <br />to defend all City Indemnitees unless conflicts of interest preclude such joint <br />representation), and any experts or consultants deemed necessary by City in an exercise <br />of City's sole discretion. Developer shall reimburse City for one hundred percent (100%) <br />of the City's actual fees and costs in connection with the Litigation ("Fees and Costs"). <br />Such Fees and Costs shall include, but not be limited to, all reasonable court costs and <br />attorneys' fees, including other City staff time, consultants or experts, spent in regard to <br />defense of an Indemnified Claim. <br />City shall promptly render notice to the Developer of the existence of the <br />Indemnified Claim (a "Notice") and Developer shall defend the City Indemnitees at <br />Developer's expense. City shall cooperate fully with Developer in the defense of any <br />Indemnified Claim. In any Notice, City shall estimate the cost of its defense, which shall <br />include, but not be limited to, actual attorney fees, court costs, expert witnesses and <br />consultant fees, and all other costs that may arise out of, or be incurred by City in the <br />defense of an Indemnified Claim. Upon such Notice, Developer shall promptly deposit <br />funds equal to the first three (3) months of the Estimated Cost with the City and shall <br />make additional deposits as and when required to fund the further costs of defending the <br />City Indemnitees for such Indemnified Claim. Failure of Developer to deposit such funds <br />shall be deemed a material breach of this Agreement. City shall refund, without interest, <br />any unused portion of the deposits once litigation is finally concluded or a dispute is <br />resolved regarding an Indemnified Claim. Any fees or costs incurred by the Developer <br />pursuant to this indemnification section shall not count toward the "Cost Cap" or be <br />subject to any maximum or cap whatsoever. <br />11. Compliance with Law. Developer will, at its sole cost and expense, comply <br />with all of the requirements of all federal, state, and local laws now in force, or which may <br />hereafter be in force, pertaining to this Agreement. <br />12. Waiver of Breach. Any express or implied waiver of a breach of any term <br />of this Agreement will not constitute a waiver of any further breach of the same or any <br />other term of this Agreement. <br />13. Notices. Except as otherwise expressly provided by law, all notices or other <br />communications required or permitted by this Agreement or by law to be served on or <br />given to either party to this Agreement by the other party shall be in writing and will be <br />deemed received on: (i) the day of delivery if delivered by hand, e-mail (with confirmation <br />of receiving party) and fax (both email and fax required for notices delivered by email or <br />fax), or overnight courier service, during regular business hours; or (ii) on the third <br />business day following deposit, with postage prepaid, in the United States Postal Service <br />36519626x13 <br />7 20B-11 <br />