Agenda - Council - 12/28/2006 - Laserfiche WebLink

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connection with City's rezoning of the Development Property to a B 3 Zoning Classification City's preparation review and consideration of the Environmental Assessment Worksheet the Sketch Plan the Preliminary Plat and Preliminary Plat Data the Final Plat and Final Plat Data and the Master Plan and in connection with the re aration and negotiation of the Exclusive Nes?otiation Agreement between City and Devel per dated July 26 2006 the Amended a d Restated Exclusive Negotiation A reement between Citv and Developer dated December _ 2006 and this Agreement Developer's payment of the 5100 000 00 does not satisfy Developer's obligation to reimburse Citv for out of pocket costs and Citv staff time costs Citv incurs in connection Crtv's review of Site PIans and preparation and negotiation of Development Permits for improvements to be constructed on a lot in the Final Plat or in any subsequent re plat of a lot or outlot in the Final Plat: Developer's obligation to reimburse Citv for out of pocket costs and Crtv staff time costs Citv incurs in connection any future re-plat or other re subdivision of any lot or outlot the Final Plat creates or any re zonings conditional use ~ermrts or variances Developer requests in connection with the development of the Development Property. 18• ~i~~Defen a and Indemnification of Citv and Developer Insurance 18.1 Defense of Citv Developer must defend City the City Council memherc and the City's employees. agents. consultants and independent (collectively, the "Gifu Parties"1 with legal counsel reasonably acceptable to City from any and all third party demands claims actions. suits or proceedings which arise out of result from or relate to any of the following: tea- Developer's failure to perform any obligation this imposes upon Developer or to observe any restriction this Agreement imposes upon the Developer or the Subiect Property: ~b Developer's construction of the Developer Public Improvements or the Developer Private Improvements • and ~c Developer's failure to pay any contractors subcontractors laborers or material suppliers who have provided labor or materials to the Development Property at the reauest of Developer If after City notifies Developer of a claim and demands that Developer defend a City Party a~a~nst the claun and Developer fails to engage counsel reasonably acceptable to the Citv to defend the City Party with 4 business days of Developer's receipt of City's demand fora defense. City may without further notice to Developer undertake the defense of an_d com romise or settle the claim or other matter for the account of and at the risk of Developer. If Developer fails to defend Developer is liable to Citv for all attorneys' fees City incurs ,related to such defense - 1974417vdoc V2 to V 1 12/18/06 20 -145-