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2020-090 -Approving a Disposition and Development Agreement
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2020-090 -Approving a Disposition and Development Agreement
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11/23/2020 8:42:01 AM
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11/23/2020 8:34:16 AM
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City Clerk
Doc Type
Resolution
Agency
Clerk of the Council
Doc #
2020-090
Date
11/17/2020
Destruction Year
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have the right to select outside counsel of its choice, in its sole discretion. All reasonable costs to <br />City associated with its defense of any Third Party Challenge, including but not limited to the <br />time and expenses of the City Attorney's Office, other City staff, any Consultants or experts <br />retained in connection with the Third Party Challenge, attorney's fees of City's selected outside <br />counsel, and litigation costs shall be fully reimbursed to City by Developer. City will provide <br />Developer with monthly invoices for all such costs in the case of a Third Party Challenge. <br />Developer shall make payment to City for any costs covered by this section within thirty (30) <br />days of receipt of an invoice from City for such costs. <br />3.7.2 Developer's waivers with regard to City as well as its commitments to the <br />defense and indemnification of City set forth herein shall remain in full force and effect <br />throughout all stages of any lawsuit, claim, or proceeding. <br />3.7.3 In the event of any Third Party Challenge, the Parties shall cooperate in <br />defending against such challenge. Each party shall promptly notify the other of any such <br />challenges. Developer shall assist and cooperate at its expense with City in connection with any <br />such challenges. <br />3.7.4 In any action at law or equity or other legal or administrative proceeding <br />arising out of or relating to this Parking Agreement, or Developer's operation of the Parking <br />Structure, neither City nor Developer shall be entitled to damages or other remedies or relief <br />except as expressly set forth in this Parking Agreement. Permitted remedies shall include <br />mandatory or injunctive relief, writ of mandate, specific performance of this Parking Agreement, <br />or a claim for reimbursement of unexpended funds and advanced by Developer to City. Without <br />limiting the generality of the foregoing, neither City nor Developer shall be liable under any <br />circumstances for any direct, indirect, special, compensatory, consequential, punitive or <br />exemplary damages, regardless of whether the claim for damages is based on contract, tort, <br />statute or other basis of liability. <br />3.7.5 Indemnification Survives Termination. The rights and obligations set forth <br />in this Section 3.7 shall survive termination of this Parking Agreement. <br />3.8 Developer Solely Responsible. Developer acknowledges and agrees that it is <br />solely responsible for the operation and maintenance of Parking Structure and that City shall <br />have no liability for any claims arising out of such operation and maintenance of Parking <br />Structure. <br />3.9 Restoration After Casualty. Subject to the limitations contained in this Section <br />3.9, in case of casualty resulting in damage or destruction to the Parking Structure during the <br />Term, Developer shall restore the Parking Structure, as nearly as feasible to its condition prior to <br />the casualty (except that Developer shall have the right to make reasonable alterations). <br />3.10 Developer's Obligation to Pay Taxes. During the Term, Developer shall pay all <br />lawfully required property taxes and assessments on the Site, including, without limitation, real <br />estate and personal property taxes, and any and all utility, city, or county assessments, lawfully <br />assessed, levied, confirmed, or imposed during the Term of this Parking Agreement, whether or <br />not now customary or within the contemplation of City and Developer. <br />3.10.1 Developer will have the right to contest the amount or validity, in whole or <br />in part, of any tax or assessment by appropriate proceedings diligently conducted in good faith, <br />only after paying the tax or posting such security as may be reasonably and customarily <br />Page 8 of 14 <br />55394.0004M 3221248.8 <br />
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