Resolution 5871 - Laserfiche WebLink

OM Indemnified Parties as set forth in this Section 11.2 shall be limited to the extent of the City's negligence, and that of its agents, employees, sublessees, invitees, licensees or contractors, including the City's proportional share of costs, and attorneys' fees and expenses incurred in connection with any claim, action or proceeding brought with respect to such injury or damage. The indemnification obligations contained in this Section 11.2 shall not be limited by any workers' compensation, benefits or disability laws, and City hereby waives any immunity that City may have under any workers' compensation, benefit or disability laws. The provisions of this Section 11.2 shall survive Closing, if Closing shall occur. Nothing in this Section 11.2 is intended to waive or limit any claim that the City may have for any breach of this Agreement or any violation of any express representation or warranty made by OM in this Agreement. 12. CITY'S REMEDY FOR OM'S FAILURE TO CLOSE IF ALL CONDITIONS TO OM'S OBLIGATIONS TO CLOSE THIS TRANSACTION HAVE BEEN SATISFIED ACCORDING TO THE TERMS OF THIS AGREEMENT AND OM, WITHOUT LEGAL EXCUSE, FAILS TO CLOSE ON ITS ACQUISITION OF THE CITY PROPERTY, THE CITY SHALL GIVE NOTICE TO OM, AND IF OM FAILS TO CLOSE WITHIN TEN (10) DAYS AFTER RECEIPT OF SUCH NOTICE, THE CITY'S SOLE AND EXCLUSIVE REMEDY SHALL BE AS FOLLOWS: (A) RETENTION OF THE DEVELOPMENT EXPENDITURE SHORTFALL PAYMENT (IF ANY), (B) DELIVERY TO THE CITY OF THE OM DELIVERABLES WITHOUT PAYMENT OF ANY KIND BY THE CITY THEREFOR AND WITHOUT REPRESENTATION BY OM IN CONNECTION THEREWITH, AND (C) REIMBURSEMENT FOR THE CITY'S THIRD PARTY EXPENDITURES RELATED TO THIS TRANSACTION, UP TO A MAXIMUM OF TWO MILLION DOLLARS ($2,000,000.00). THE PARTIES AGREE THAT IN NO EVENT SHALL THIS LIMITATION ON REMEDIES PROVISION APPLY TO ANY OBLIGATION OF OM WHICH IS TO SURVIVE TERMINATION OR EXPIRATION OF CLOSING. BY INITIALING THIS PROVISION IN THE SPACES BELOW, THE CITY AND OM EACH SPECIFICALLY AFFIRM THEIR RESPECTIVE AGREEMENTS CONTAINED IN THIS SECTION 12. 17114( OM'S INITIALS THE CITY'S INITIALS 13. OM'S REMEDIES FOR CITY'S FAILURE TO CLOSE IF ALL CONDITIONS TO THE CITY'S OBLIGATIONS TO CLOSE THIS TRANSACTION HAVE BEEN SATISFIED ACCORDING TO THE TERMS OF THIS AGREEMENT AND THE CITY, WITHOUT LEGAL EXCUSE, FAILS TO SELL THE CITY PROPERTY PURSUANT TO THIS AGREEMENT, OM SHALL GIVE NOTICE TO THE CITY, AND IF THE CITY FAILS TO CLOSE WITHIN TEN (10) DAYS AFTER RECEIPT OF SUCH NOTICE, OM'S SOLE REMEDIES SHALL BE AS FOLLOWS: (A) TO TERMINATE THIS AGREEMENT BY WRITTEN NOTICE DELIVERED TO THE CITY AND TITLE COMPANY AND TO BE REIMBURSED FOR ITS THIRD PARTY DEVELOPMENT EXPENDITURES, UP TO A MAXIMUM OF TWO MILLION DOLLARS ($2,000,000.00); OR (B) TO SPECIFICALLY ENFORCE (WHICH ACTION FOR SPECIFIC -21- 06107-0063;LEGALJ 3023969.1