Contracts & Agreements_249-2017 - Laserfiche WebLink

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1 14 Prior to the execution of this Agreement, some or all of the Parties and Counsel after agreeing that there was a commonality of interest among them relating to the Disputes and that there communications would be privileged, may have shared information and materials with one another that would be deemed Privileged Materials as defined in and governed by this Agreement The Parties agree and acknowledge that such information and materials (a) shall corse within the definition of"Privileged Materials" and shall be treated as Privileged Materials for purposes of this Agreement, and (b) are subject to (i) the same legal protections and privileges as though it had been shared after the execution of this Agreement and (n) all terms and conditions of this Agreement This Agreement shall remain in effect until all issues relating to the Disputes have been finally determined and resolved or until such time as the Parties mutually agree Section 2 Payment of Defense Costs/Indenrnity/Secuirity 21 Pursuant to Condition No 19 of Conditional Use Permit No 1045 issued by City for the Project, ACOF and RSH are required to "defend, by paying for the defense costs of City (for counsel retained by City), indemnify and hold harmless City, and its elected officials, officers, employees, and agents, from and against any and all claims, actions, and proceedings (collectively `Claims') to attack, set aside, void or annul the approval of Conditional Use Permit No 1045 issued by City and any other entitlements issued for the Project, or any Claims brought against City due to acts or omissions in any way connected to the Project that are the subject of I !t_ ]. 11 ir-.. T_...._.. -T. inns TI. I_... c_.. I i 1 L11G %_ ULLiVlldl UbU Er-11111L LNV LV`F.] 11113 111UM11111J.IVCa1V11 11I1.1L1VGS, UUL IJ nut limited to, damages, fees, costs, liabilities, and expenses incurred in such actions or proceedings, including damages for the injury to property oL persons including death of a person,and any award of costs or attorneys' fees In the event any such action is commenced to attack, set aside, void or annul all, or any, provisions of Conditional Use Permit No 1045 or other entitlements issued for the Project, or is commenced for any other reason against City for acts or omissions relating to the Project, within fourteen (14) City business days following notice of such action from City, ACOF and RSH shall file with City a performance bond of irrevocable letter of credit, or other form of security satisfactory to City (the "Security") in a form satisfactory to City, and in the amount of$200,000 to ensure ACOF and RSH's perfonnanee of their respective defense and indemnity obligations However,provision of the Security does not limit the total indemnity obligation of either ACOF or RSH established by Condition No 19 " The failure to provide the Security shall be deemed an express acknowledgement and agreement by ACOP and RSH that City shall have the authority and right, without objection by ACOF or RSH, to revoke all entitlements granted for the Project, and City shall have no liability for the exercise of City's right to revoke the challenged entitlements 22 In the event City retains special counsel in connection with it defense of the Action, ACOF and RSH shall reimburse City for all costs incurred by City for such special counsel services City will submit to ACOF and RSH copies of the summary invoices prepared by special counsel and sent to City, and ACOF and RSH shall make the required reimbursement payment to City within thirty (30) 1 ka1djmr AgreementslRcdlands Supportive i-Fousing.Com munity of 1-riends.Joint Derense Agreement 11 13 17 New 6 of 9 DSM.do(,