SR 05:219 - Laserfiche WebLink

ARTICLE 5 MISCELLANEOUS 5.1 Enforcement by City. If Developer fails to perform any obligation under this Agreement, and fails to cure the default within sixty (60) days after City has notified Developer in writing of the default or, if the default cannot be cured within sixty (60) days, failed to commence to cure within sixty (60) days and thereafter diligently pursue such cure and complete such cure within one hundred eighty (180) days, City shall have the right to enforce this Agreement by any or all of the following actions, or any other remedy provided by law: (a) Calling the Citv Loan, City may declare a default under the City Note, accelerate the indebtedness evidenced by the City Note, and proceed with foreclosure under the City Deed of Trust. (b) Action to Compel Performance or for Damages. City may bring an action at law or in equity to compel Developer's performance of its obligations under this Agreement, and/or for damages_ (c) Remedies Provided Under Loan Agreement. City may exercise any other remedy provided under the Loan Agreement. 5.2 Indemnification_ (a) The Developer shall indemnify, defend and hold the City harmless against all claims made against it and expenses (including reasonable attorneys' fees) which arise out of or in connection with the development, construction, marketing and operation ofthe Project, except to the extent such claim arises from the negligence or willful misconduct of the City, its agents, and its employees or the City's local preference requirements, The provisions of this Section 5.2(a) shall suryive the expiration of the Term and the reconveyance ofthe Deed of Trust. (b) The City shall indemnify, defend and hold the Developer harmless against all claims made against it and expenses (including reasonable attorneys'fees) which arise out of or in connection with the City's local preference requirements, except to the extent such claim arises from the negligence or willful misconduct of the Developer, its agents, and its employees. The provisions ofthis Section 5,2(b) shall survive the expiration of the Term and the reconveyance of the Deed of Trust 5.3 Environmental Indemnification, Developer agrees to indemnify, protect, hold harmless and defend (by counsel reasonably satisfactory to City) City, its boardmembers, officers, and employees from and against all claims made against it and expenses (including but not limited to reasonable attorneys' fees) arising directly or indirectly, in whole or in part, out of: (I) the failure during the Term of Developer or any employees, agents, contractors or subcontractors of the Developer, other than any indemnitee, to comply with any Hazardous Materials Law relating in any way whatsoever to the handling, treatment, presence, removal, storage, decontamination, cleanup, transportation or disposal of Hazardous Materials into, on, under or from the Property; (2) any releases or discharges of any Hazardous Materials by 144\105\159081.11 with 159081.10 Redline 275355 9