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(1) The City may suspend its performance under this Agreement and the TIF Note until <br />it receives assurances from the Developer, deemed adequate by the City, that the Developer will <br />cure its default and continue its performance under this Agreement. <br />(2) The City may cancel and rescind the Agreement and the TIF Note. <br />(3) The City may take any action, including legal or administrative action, in law or <br />equity, which may appear necessary or desirable to enforce performance and observance of any <br />obligation, agreement, or covenant of the Developer under this Agreement. <br />Section 4.3 No Remedy Exclusive. No remedy herein conferred upon or reserved to the <br />City is intended to be exclusive of any other available remedy or remedies, but each and every <br />such remedy shall be cumulative and shall be in addition to every other remedy given under this <br />Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to <br />exercise any right or power accruing upon any default shall impair any such right or power or shall <br />be construed to be a waiver thereof, but any such right and power may be exercised from time to <br />time and as often as may be deemed expedient.No Implied Waiver. In the event any agreement <br />contained in this Agreement should be breached by any party and thereafter waived by any other <br />party, such waiver shall be limited to the particular breach so waived and shall not be deemed to <br />waive any other concurrent, previous or subsequent breach hereunder. <br />Section 4.5 Agreement to Pay Attorney's Fees and Expenses. Whenever any Event of <br />Default occurs and the City shall employ attorneys or incur other expenses for the collection of <br />payments due or to become due or for the enforcement or performance or observance of any <br />obligation or agreement on the part of the Developer herein contained, the Developer agrees that <br />it shall, on demand therefor, pay to the City the fees of such attorneys and such other expenses so <br />incurred by the City. <br />Section 4.6 Indemnification of City. <br />(1) The Developer (a) releases the City and its governing body members, officers, <br />agents, including the independent contractors, consultants and legal counsel, servants and <br />employees (collectively, the "Indemnified Parties") from, (b) covenants and agrees that the <br />Indemnified Parties shall not be liable for, and (c) agrees to indemnify and hold harmless the <br />Indemnified Parties against, any claim, cause of action, suit or liability for loss or damage to <br />property or any injury to or death of any person occurring at or about or resulting from any defect <br />in the Project or on the Development Property. <br />(2) Except for any willful misrepresentation or any willful or wanton misconduct of <br />the Indemnified Parties, the Developer agrees to protect and defend the Indemnified Parties, now <br />and forever, and further agrees to hold the aforesaid harmless from any claim, demand, suit, action <br />or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising <br />from the actions or inactions of the Developer (or other persons acting on its behalf or under its <br />direction or control) under this Agreement, or the transactions contemplated hereby or the <br />acquisition, construction, installation, ownership, and operation of the Project; provided, that this <br />indemnification shall not apply to the warranties made or obligations undertaken by the City in <br />this Agreement or to any actions undertaken by the City which are not contemplated by this <br />11 <br />176531970v1 <br />