Laserfiche WebLink
<br />gross negligence or willful misconduct of Developer. Developer shall defend, indemnify <br />and hold harmless City from and against any and all claims, liability, losses, damage, <br />causes of action, expenses and costs (including, but not limited to, reasonable <br />professional fees and costs), of every nature, arising out of or in connection with any act <br />or omission of Developer or any of its employees in connection with this License <br />excepting only to the extent caused by the gross negligence or willful misconduct of City. <br />In addition, Developer agrees to reimburse City for the cost of repairing any damage <br />caused by Developer, or its employees, invitees, guests, visitors or customers. Without <br />limiting the generality of the foregoing, should City deem it necessary to cause any <br />vehicle of Developer or any of its employees that is parked in violation of the <br />requirements herein to be removed from the Parking Garage, Developer shall indemnify <br />City from any and all costs incurred in connection therewith. <br /> <br />7. Waiver. The Developer shall require each principal or employee who uses a <br />parking space to sign Exhibit B hereto and shall transmit the original to the City as a <br />condition of receipt of each monthly parking pass. <br /> <br />8. Force Majeure. The term and any obligation under this License Agreement shall <br />be tolled during conditions of Force Majeure. "Force Majeure" shall mean delays of <br />performance by either party hereunder due to war; insurrection; strikes; lockouts; labor <br />disputes; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public <br />enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; <br />governmental restrictions or priority; litigation including, but not limited to, litigation <br />challenging the validity of this transaction or any element thereof (except condemnation); <br />severe weather; inability to secure necessary labor, materials or tools; delays of any <br />contractor, subcontractor, or supplies; acts of the other party; acts or failure to act of the <br />City or any other public or governmental City or entity (other than acts or failure to act <br />on the part of the City or the City shall not excuse performance by the City); or any other <br />cause beyond the control, or without the fault of the party claiming an extension of time <br />to perform; provided that notice by the party claiming such extension is sent to the other <br />party within thirty (30) days of the commencement of the cause or event resulting in such <br />delays. Any such extension shall be for the duration of the cause of the delay. <br /> <br />9. Taxes. Developer recognizes and understands that should this Agreement be <br />deemed by the County of Orange to create a possessory interest subject to property taxation, <br />that Developer shall be subject to the payment of property taxes levied on such interest, and <br />that it shall defend, indemnify and hold the City and its officers, officials, members, <br />employees, agents and representatives, harmless from and against any and all such <br />claims. As such, Developer shall pay all real property taxes and general assessments <br />levied and assessed against the Premises during the term of this License. If it shall be <br />Developer's obligation to pay such real property taxes and assessments hereunder, City <br />shall use its best efforts to cause the Premises to be separately assessed from other real <br />property owned by the City. If City is unable to obtain such a separate assessment, the <br />assessor's evaluation based on the building and other improvements that are a part of the <br />Premises shall be used to determine the real property taxes. If this evaluation is not <br />available the parties shall equitably allocate the property taxes between the building and <br /> <br />4 <br />