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City Dr�ft <br /> 6128/13 <br /> 8.2 Restrictions on Change in Management ar Contro�of the Developer, <br /> Assignxnent and Transfer.................................................................................. 55 <br /> 8.3 Legal Challenges. The Developer acknowledges that the City is a"public <br /> entity" and/ar a"public agency" as defined under applicable Califarnia <br /> law. Therefore, the City rnust satisfy the requirements of certain <br /> California statutes relating to the actions of public entities, inclucling, <br /> without limitation, CEQA. Also, as a public entity, the City's action in <br /> approving this Agreement may be subject to proceedings to challenge or <br /> invalidate this Agreement or mandamus. The Developer assunnes the risk <br /> of de�aqs and damages that may result to the Developer from any third- <br /> party legal actions related to the City's approval of this Agreement or <br /> pursuit of the activities conte�nplated by this Agreement, even in the event <br /> that an error, omission or abuse of discretion by the City is determined to <br /> have occurred. If a third-party files a legal action regarding the City's <br /> approval af this Agreement or the pursuit of the activities contemplatad by <br /> this Agreernent, the City may terna.inate this Agreement on thirty(30}days <br /> advance written Notice to the Developer of the City's intent to tertninate <br /> this Agreemen�, referencing this Section 8.3, without any further <br /> obligatian to perform the terms of this Agreement and without any <br /> liability to the Developer or any other Person resulting from such <br /> termination,anless the Developer unconditionaIly agrees in writing to <br /> indemnify and defend the City,with Zegal counsel acceptable to tlae City, <br /> against such third-party Iega.1 action, within thirty(30) calendar days <br /> following the date of the City's Notice of intent to terminate this <br /> Agreernent,including without limitation paying aZ1 Legal Costs, monetary <br /> awards, sanctions, attorney fee awatds, expert witness and consulting fees, <br /> and the expenses of any and all financial or performance obligations <br /> resulting from the c�isposition of the�egal action. Any such written <br /> defense and indemnity agreement between the City and the Developer <br /> must be in.a separate writing and reasonably acceptable to the City in both <br /> form anc�substance. Nothing contained in this Section 8.3 shall be <br /> deemed or construed to be an express or imptied admission that the City <br /> rnay be liable to the Developer or any other Person far damages or other <br /> relief alleged regarding any alleged or established failure of the City to <br /> comply with any Law. If the City and the Developer have not entered into <br /> a written defense and indemnity agreexnent,pursuant to this Sectiox 8.3, <br /> within thirty(30) calendar days fallowing the date of the City's notice of <br /> intent to terminate this Agreement,then tb.is Agreement sha11 terxninate, <br /> without further Notice or action by either Party, on the fortieth(40t'') day <br /> following the date of the City's notice of intent to terminate this <br /> Agreement............................................................................................................ 5 b <br /> 82483.0000917571312.10 xii <br />