RES 01105 - Laserfiche WebLink

defense of such action or proceeding, including sharing the cost of any defense with fifty percent (50%) of such cost divided equally be~veen the Civ,.' and District. and rift?' percent (50%) of such cost divided among the Cooperative Fee Developers. In the evem the parties ar~ unable to select mutually agreeable legal counsel to defend any such action or proceeding, each part5.' may select its own legal counsel at such party's own expense. ARTICLE IX ASSIGNMENT Section 9.1 Assignment. No party, may assign its rights or obligations under this Amended Cooperative Fee Agreement except as provided herein. The rights hereunder are not personal to the Cooperative Fee Developers and are not intended to be severable from the Residential Units within a Residential Project. City. and District shall only assign their rights hereunder to a successor jurisdiction fully succeeding to all of such party's governmental powers and obligations hereunder. The Cooperative Fee Developers shall only assign their rights hereunder to successor homebuilders who shall assume all of the rights and responsibilities hereunder, or to District. The parties acknowledge that Signature has already as of the Effective Date assigned its rights under Section 2.4 of this Amended Cooperative Fee Agreement to an endowment operated for the benefit of District. ARTICLE X COOPERATIVE FEE DEVELOPERS' INDEPENDENT OBLIGATIONS Section 10.1 Independent Obli~,ations. The obligations of each of the Cooperative Fee Developers under this Amended Cooperative Fee Agreement are independent and severable, and an3' failure by a particular Cooperative Fee Developer to comply with its obligation hereunder shall not, under any circumstances, be deemed a default on the part of the other Cooperative Fee Developer, nor shall either Cooperative Fee Developer be responsible for the acts or omissions of the other Cooperative Fee Developer. Without limiting the foregoing, in the event ora default by any Cooperative Fee Developer that might reasonably be expected to have a material adverse effect on the rights of any other Cooperative Fee Developer to receive or maintain such Cooperative Fee Developer's Growth Management Approval, or to obtain the building permit for any Planned Residential Unit, or otherwise, the affected Cooperative Fee Developer shall have the right but not the obligation, after notice and the lapse of ten (10) days without cure of such default, to cure such default and to seek any legal or equitable remedy available against the .defaulting Cooperative Fee Developer. This Amended Cooperative Fee Agreement shall not be deemed under any circumstances to create any joint venture, partnership or joint liability between or among any of the parties. Section 10.2 Defaults. If the District makes a finding that any Cooperative Fee Developer has not complied in good faith and in a material respect with the terms and conditions of this Amended Cooperative Fee Agreement. District shall provide written notice to the Cooperative Fee Developer describing (i) such failure to comply with the terms and conditions of June I. 2001