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Attachment 1
<br /> 8.A. - Page 18
<br /> claim, demand, proceeding, application, petition, complaint or action filed, brought or otnerwise
<br /> commenced by Saltworks (other than a Saltworks Processing Challenge) or by a third party
<br /> concerning the Proj ect or aimed at precluding development of the Proj ect or a portion thereof and
<br /> any combination thereof, including those actions where the City determines, in its sole discretion,
<br /> that it is obligated to defend the challenged action even if the effect of such action would be to
<br /> impede development of all or a portion of the Proj ect. As to any Proj ect-Related Challenge by
<br /> Saltworks, Saltworks shall be liable for, and shall reimburse to the City, the City's attorneys' fees
<br /> and costs of litigation and costs of experts and consultants retained in such litigation. As to any
<br /> Proj ect-Related Challenge by a third party, Saltworks shall fully indemnify, defend, release, and
<br /> hold harmless the City, its officers, its employees, its consultants, and their agents from all
<br /> financial and other liability related to such Proj ect-Related Challenge, including but not limited
<br /> to attorneys' fees and costs of litigation and costs of experts and consultants.
<br /> (c) Cooperation in the Event of a Proj ect-Related Challenge. In the event of any
<br /> Proj ect-Related Challenge by a third party, the Parties shall cooperate in defending against such
<br /> challenge. Each Party shall promptly notify the other of any Proj ect-Related Challenge by a third
<br /> party of which it becomes aware. Saltworks shall assist and cooperate at its expense with City in
<br /> connection with any Proj ect-Related Challenge by a third party.
<br /> (d) Reimbursement Relating to Proj ect-Related Challenge. City may use its own
<br /> legal staff or outside counsel in connection with defense of any Proj ect-Related Challenge, at the
<br /> City Attorney's sole discretion, and City shall have the right to select outside counsel of its
<br /> choice, in its sole discretion. All costs to City associated with its defense of any Proj ect-Related
<br /> Challenge, including but not limited to the time and expenses of the City Attorney's Office, other
<br /> City staff, any Consultants or experts retained in connection with the Proj ect-Related Challenge,
<br /> attorneys fees of the City's selected outside counsel, and litigation costs shall be fully reimbursed
<br /> to City by Saltworks; provided Saltworks shall have the right to monthly invoices for all such
<br /> costs in the case of a Proj ect-Related Challenge by a third party. Saltworks shall make payment
<br /> to the City for any costs covered by this Section 5.10 within thirty (30) days of receipt of an
<br /> invoice from City for such costs.
<br /> (e) Limitation on Remedies. In any action at law or equity or other legal or
<br /> administrative proceeding arising out of or relating to this Agreement, the Applications, or City's
<br /> review, evaluation, consideration, processing or disposition of the Applications, including but not
<br /> limited to any Saltworks Processing Challenge or Proj ect-Related Challenge, neither City nor
<br /> Saltworks shall be entitled to damages or other remedies or relief except as expressly set forth in
<br /> this Section 5.10(c). Permitted remedies shall include (i) mandatory or injunctive relief, (ii) writ
<br /> of mandate, �111� specific performance or termination of this Agreement, or (iv) a claim for
<br /> reimbursement of unexpended funds advanced by Saltworks to City. Without limiting the
<br /> generality of the foregoing, neither City nor Saltworks shall be liable, under any circumstances,
<br /> for any direct, indirect, special, compensatory, consequential, punitive or exemplary damages,
<br /> regardless of whether the claim for such damages is based on contract, tort, statute or other basis
<br /> liability.
<br /> (e) Continuing Rights, Obli ations. The rights and obligations set forth in this
<br /> Section 5.10 shall survive termination of this Agreement.
<br /> Section 5.11. Integration; Counterparts, Exhibits. This Agreement may be executed in
<br /> two (2) duplicate originals, each of which is an original, but all of which taken together is
<br /> considered one and the same instrument. This Agreement consists of Articles 1 through 5,
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