11D - 2ND READ ORD - BOWERY - Laserfiche WebLink

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a. City shall promptly notify Developer of any Claims brought and City shall cooperate with Developer in the defense of the Claims. b. Developer's liability under this section shall not apply to any liabilities, losses, claims, actions, causes of action or demands arising from a City Party's negligence, willful misconduct or criminal acts, or to the extent that City fails to provide notice as set forth in subsection (a) above or fails to follow its own procedures for the processing of the Project. G. City shall cooperate with Developer's defense against any such Claims, including providing reasonable access to information, evidence, and potential witnesses necessary to defend against such Claims. d. It is expressly agreed that Developer shall pay for the defense of any Claims brought against City, that the City shall have the right to approve, which approval will not be unreasonably withheld, conditioned or delayed, the Legal counsel providing the City's defense, and that Developer shall reimburse the City for any costs and expenses directly and necessarily incurred by the City in the course of the defense. However, nothing herein shall prohibit the City from participating in the defense of any litigation by its own counsel at its own cost and expense. C. Developer shall have the right to settle or compromise any Claims arising hereunder with sole payment obligation; provided, however, that if such settlement or compromise involves the City as a named defendant, Developer shall first obtain the written consent of City, which shall not be unreasonably withheld, conditioned or delayed. 3. Counsel. The Parties represent that they have consulted or have had the opportunity to consult legal counsel prior to the execution of this Agreement and have executed this Agreement with fill lunowledge of its meaning and effect. 4. Term. This Agreement shall be recorded and shall rum with the land to benefit the City, in perpetuity unless and until the Project no longer exists and the City agrees to file and record a release of such Agreement. 5. Bindine. The Parties agree that the terms, conditions and provisions of this Agreement are binding upon, and shall inure to the benefit of, all assigns and successors in interest of each of the Parties hereto. If during the tern of this Agreement, Property Owner transfers ownership of the Property to a new owner, all benefits to and obligations of Property Owner under this Agreement shall automatically transfer to the new owner and thereafter, the term "Property Owner" shall be deemed to mean such new owner. Also in that event, Property Owner shall automatically be released as a Party to the Agreement and no Longer be entitled to the benefits of or be subject to any obligations under this Agreement. fi. Additional Acts. The Parties agree to perform any acts and execute any 11 D-29