Agmt11 R.C.Peninsula Park, LLC - Laserfiche WebLink

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action asserted. From and after the date any claim or demand is submitted to the City covered by these indemnity provisions, the indemnified parties shall be entitled to recover from the Developer all fees and costs incurred in investigating the claim, all staff time involved in handling the claim or any subsequent action on the claim at staff's ordinary hourly rates, all expert fees and costs, all attorneys' fees, and all court costs. The Developer shall also be solely liable and responsible for paying any and all damages, fees or costs awarded to the claimant as a result of any settlement or final judgment of any cause of action or action covered by these indemnity provisions. This indemnity shall expressly include all wrongful death actions as well as any actions asserting any damage or injury to any persons or real or personal property. From and after submission of any claim or demand to the City, the City shall be entitled to appoint its own independent counsel to represent it and the Developer shall pay all fees, costs, and expenses of whatever type or nature (including all staff time) incurred by the City within thirty (30) consecutive days of receipt of a demand for reimbursement of these costs, fees, or expenses by the City. A breach of this indemnity provision by the Developer shall constitute a material breach of the contract. The provisions of this Section 8.03 shall survive and continue after the termination of this Acquisition Agreement. ARTICLE IX TERMINATION Section 9.01. No Series 2011 Bonds. If, for any reason, the City does not issue any of the Series 2011 Bonds for the CFD by December 31, 2011, this Acquisition Agreement shall terminate and be null and void and of no further effect unless extended by mutual consent of the parties. Section 9.02. Mutual Consent. This Acquisition Agreement may be terminated by the mutual, written consent of the City and the Developer, in which event the City may let contracts for any remaining work related to the Facilities not theretofore acquired from the Developer hereunder, and use all or any portion of the monies in the Improvement Fund to pay for same, and the Developer shall have no claim or right to any further payments for the Purchase Price of Facilities or Discrete Components hereunder, except as otherwise may be provided in such written consent. Section 9.03. City Unilateral Termination Right. The following events shall constitute grounds for the City, at its option, to terminate this Acquisition Agreement, without the consent or approval of the Developer: (a) The Developer or any successor or assign shall voluntarily file for reorganization or other relief under any Federal or State bankruptcy or insolvency law. (b) The Developer or any successor or assign shall have any involuntary bankruptcy or insolvency action filed against it, or shall suffer a trustee in bankruptcy or insolvency or receiver to take possession of the assets of Developer, or shall suffer an -26-