ORD 2010 - Laserfiche WebLink

Section 10.08. Resolution of Disputes. With regard to any dispute involving development of the Staples Ranch Project, the resolution of which is not provided for by Applicable Law, SPA and/ or a Developer shall, at City's request, meet with City. The parties to any such meetings shall attempt in good faith to resolve any such disputes. Nothing in this Section 10.08 shall in any way be interpreted as requiring that SPA and/or a Developer and City and or City's designee reach agreement with regard to those matters being addressed, nor shall the outcome of these meetings be binding in any way on City, SPA or a Developer unless expressly agreed to by the parties to any such meetings. Section 10.09. Attorneys' Fees. In any legal action or other proceeding brought by City, SPA or a Developer to enforce or interpret a provision of this Agreement, the prevailing party is entitled to reasonable attorneys' fees and any other costs incurred in that proceeding in addition to any other relief to which it is entitled. Section 10.10. Hold Harmless. SPA and each Developer shall hold City and its elected and appointed officers, agents, employees, and representatives harmless from claims (including claims for attorneys fees), actions, costs, and liabilities for any personal injury, death, or property damage which is a result of the construction of the Staples Ranch Project, or of operations performed under this Agreement by SPA, by each Developer, or by each Developer's contractors, subcontractors, agents or employees, whether such operations were performed by a Developer or any of Developer's contractors, subcontractors, agents or employees. Nothing in this section shall be construed to mean that SPA or a Developer shall hold City harmless from any claims of personal injury, death or property damage arising from, or alleged to arise from, any act, failure to act, on the part of City, its elected and appointed representatives, offices, agents and employees. ARTICLE 11. NO AGENCY,JOINT VENTURE OR PARTNERSHIP It is specifically understood and agreed to by and between City and SPA that: (i) the subject development is a private development; (ii) City has no interest or responsibilities for, or duty to, third parties concerning any improvements until such time, and only until such time, that City accepts the same pursuant to the provisions of this Agreement or in connection with the various Project Approvals or Subsequent Approvals; (iii) SPA and the Developers shall have full power over and exclusive control of the Staples Ranch Project herein described, subject only to the limitations and obligations of SPA and the Developers under Applicable Law; and (iv) City and SPA hereby renounce the existence of any form of agency relationship,joint venture or partnership between City and SPA and agree that nothing contained herein or in any document executed in connection herewith shall be construed as creating any such relationship between City and SPA. 28