2A Public Hearing 2009 0209 - Laserfiche WebLink

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Project, (ii) the design, development, construction, use, operation, or maintenance of the Project or any part thereof , (iii) any breach or default on the part of School District in the performance of any covenant or agreement on the part of School District to be performed pursuant to the terms of this Agreement, (iv) any negligence of School District, or any of its agents, contractors, servants, employees, sublessees or licensees, and/or (v) the furnishing of labor or materials by School District; whether or not any insurance policies shall have been determined to be applicable to any such Claims. It is further agreed that City and Agency do not and shall not waive any rights against School District which they may have by reason of this indemnity and hold harmless agreement because of the acceptance by Agency or School District's deposit with Agency of any insurance policies required pursuant to this Agreement or the Joint Use Agreement. In the event any such action or proceeding is brought against Agency and/or City by reason of any such claim, School District, upon notice from Agency or City, covenants to defend such action or proceeding by counsel reasonably satisfactory to Agency and/or City. The obligations of School District under this Section shall not apply to Claims arising from the gross negligence or willful misconduct of Agency, City, or their respective officials, agents, employees or consultants. This Section shall survive the termination of this Agreement. ARTICLE V BREACHES, REMEDIES AND TERMINATION 5.1 Event of Default. An Event of Default shall arise hereunder if a Party defaults in the performance of any of such Party's obligations, covenants or agreements set forth herein, and such default continues for thirty (30) days following delivery of a notice of default from the non- breaching parry specifying the particulars of such default, unless the defaulting party commences to cure the default within thirty (30) days and thereafter prosecutes the curing of such default with due diligence and in good faith. 5.2 Remedies Upon Default. Upon the occurrence of an Event of Default and in addition to any and all other rights or remedies of the Parties hereunder and/or provided by law, the non- defaultingparry may terminate this Agreement and/or bring an action for equitable relief seeking the specific performance of the terms and conditions of this Agreement, and/or enjoining, abating, or preventing any violation of such terms and conditions, and/or seeking to obtain any other remedy consistent with the purpose of this Agreement. 5.3 Remedies Cumulative. No remedy in this Article V shall be considered exclusive of any other remedy, but the same shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute, and every power and remedy given by this Agreement maybe exercised from time to time and as often as occasion may arise or as may be deemed expedient, subject to any limitations referred to hereinabove. 6