Laserfiche WebLink
a. City shall promptly notify Developer of any Claims brought and City shall <br />cooperate with Developer in the defense of the Claims. <br />b. Developer's liability under this section shall not apply to any liabilities, <br />losses, claims, actions, causes of action or demands arising from a City <br />Party's negligence, willful misconduct or criminal acts, or to the extent <br />that City fails to provide notice as set forth in subsection (a) above or fails <br />to follow its own procedures for the processing of the Project. <br />C. City shall cooperate with Developer's defense against any such Claims, <br />including providing reasonable access to information, evidence, and <br />potential witnesses necessary to defend against such Claims. <br />d. It is expressly agreed that Developer shall pay for the defense of any <br />Claims brought against City, that the City shall have the right to approve, <br />which approval will not be unreasonably withheld, conditioned or delayed, <br />the Legal counsel providing the City's defense, and that Developer shall <br />reimburse the City for any costs and expenses directly and necessarily <br />incurred by the City in the course of the defense. However, nothing herein <br />shall prohibit the City from participating in the defense of any litigation by <br />its own counsel at its own cost and expense. <br />C. Developer shall have the right to settle or compromise any Claims arising <br />hereunder with sole payment obligation; provided, however, that if such <br />settlement or compromise involves the City as a named defendant, <br />Developer shall first obtain the written consent of City, which shall not be <br />unreasonably withheld, conditioned or delayed. <br />3. Counsel. The Parties represent that they have consulted or have had the <br />opportunity to consult legal counsel prior to the execution of this Agreement and have executed <br />this Agreement with fill lunowledge of its meaning and effect. <br />4. Term. This Agreement shall be recorded and shall rum with the land to benefit the <br />City, in perpetuity unless and until the Project no longer exists and the City agrees to file and <br />record a release of such Agreement. <br />5. Bindine. The Parties agree that the terms, conditions and provisions of this <br />Agreement are binding upon, and shall inure to the benefit of, all assigns and successors in interest <br />of each of the Parties hereto. If during the tern of this Agreement, Property Owner transfers <br />ownership of the Property to a new owner, all benefits to and obligations of Property Owner <br />under this Agreement shall automatically transfer to the new owner and thereafter, the term <br />"Property Owner" shall be deemed to mean such new owner. Also in that event, Property Owner <br />shall automatically be released as a Party to the Agreement and no longer be entitled to the <br />benefits of or be subject to any obligations under this Agreement. <br />fi. Additional Acts. The Parties agree to perform any acts and execute any <br />11 <br />1 <br />