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EXHIBIT 1 <br />unreasonable, in which case the disapproval by Developer would be binding on the City. <br />In any event, the parties shall continue to work in good faith to resolve any disputes. <br />Should the total reimbursement amount required for any Services be less than the total <br />amount deposited by Developer with respect to such Services, City will refund any <br />remaining deposit amount relating to such Services to Developer within forty-five (45) <br />days after determining the final reimbursement amount for such Services. <br />E. In the event Developer fails or refuses to make any of the deposits required <br />herein, Developer shall be liable to City for the amount of all fees charged to the City for <br />Services actually provided in accordance with this Agreement which exceed the amount <br />of the deposit paid by Developer for such Services, and City shall have the right to pursue <br />a breach of contract action, or any other pertinent legal action available to the City, against <br />the Developer. Further, the prevailing party in any dispute and/or litigation necessary to <br />enforce or interpret this Agreement shall be entitled to seek and collect its costs and <br />reasonable attorney's fees from the other party. <br />F. Notwithstanding anything contained in this Agreement to the contrary, the <br />total cost of the Services as to which the Developer shall have any responsibility, including <br />the other costs described in Section 5 below, will not exceed $150,000.00 (the "Cost <br />Cap"). If the total costs exceed the Cost Cap, the City agrees to pay any and all amounts <br />in excess of the Cost Cap and Developer shall have no liability or responsibility <br />whatsoever for any such excess costs. <br />5. Other Costs. Developer acknowledges that the cost of the Services does <br />not include all application, permitting, inspection, or other fees which may be charged by <br />City in connection with the Project. To the extent the fees ordinarily charged by City for <br />projects similar. to .the Project relate to costs that are not reimbursed under this <br />Agreement, such fees shall be separately paid in accordance with the relevant City fee <br />schedule. <br />6. No Guarantee of Approval. Developer acknowledges that its payments and <br />deposits described herein do not mean that the City will approve the Project nor that City <br />staff will make a recommendation in favor of the Project. Even if the Project is not <br />approved, Developer shall remain liable, subject to the Cost Cap, for all costs for Services <br />actually provided in accordance with this Agreement concerning the Project; provided <br />further that City agrees its processing of the Project shall not be unreasonably withheld <br />or delayed. <br />7. Independence of Consultants. <br />A. During the Term (as defined below) of this Agreement, Developer will not <br />directly or indirectly enter or propose to enter into any financial or business relationship <br />with any of City's consultants that are working on the Project. <br />B. Developer hereby acknowledges and agrees as follows: <br />I. City has sole discretion to select which of its employees or <br />independent contractors are assigned to work on Developer's application; <br />36519628x13 <br />4 20B-8 <br />