2007 024 Ordinance - Laserfiche WebLink

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the event the Project Coordinator is unable to timely cure its breach, the Parties will select a substitute Project Coordinator in the same method as provided in the first paragraph of this Section 4. 5. Indemnification. The Village shall indemnify, .defend and hold harmless the Alliance (and any trustee or officer of the Alliance) from and against any claims, demands, losses, damages, liabilities, lawsuits and other proceedings, judgments, awards, costs and expenses including, without limitation, reasonable attorneys' fees, arising directly or indirectly, in whole or in part, out of: (a) a breach of any or all of the Village's (and the Project Coordinator's) representations, warranties and covenants contained in this Agreement; or (b) any claims against the Alliance arising out of the Grant Agreement. In addition to the foregoing indemnification, the Alliance may pursue any other available legal or equitable remedy against the Village with respect to the Village's (or the Project Coordinator's) breach of any of the representations, warranties or covenants contained herein. All of the Village's representations, warranties and covenants contained in this Agreement shall survive this Agreement. The Village acknowledges that the Alliance expressly relies on the Village's indemnification, defense and hold harmless covenants toward the Alliance in entering into the Agreement and the Grant Agreement and that the Alliance would not have entered into this Agreement nor the Grant Agreement without such covenants. 6. Non-Recourse Obligations. Except as specifically set forth herein, the trustees, directors, officers or employees of the Parties shall have no personal liability to any Party hereto with respect to the obligations arising .under this Agreement or any other document executed by or on behalf of the parties in connection herewith, including, without limitation, any obligation to make payment, perform acts, or indemnify any other Party. 7. Remedies. In the event either the Alliance, the Village, or BSG breaches the terms of this Agreement, the non-breaching Party will provide notice to the breaching Party (and provide a copy to all other non-breaching Parties hereto), whereupon the breaching Party will have five (5) business days to cure the breach. Such cure period may be extended if the breaching Party initiates and diligent pursues the cure within such cure period, but not to exceed a total of thirty (30) calendar days from the initial notice of breach. In the event the Project Coordinator is unable to timely cure its breach, the non-breaching Parties may pursue all rights and remedies available to it at law or equity, subject to Section 18 below. Only the Parties or their respective agents, attorneys or transferees will have the right to enforce this Agreement. 8. Notices from the County. In the event any Party receives notice or correspondence from the County concerning the CIZ Program, the Grant Agreement, the Funds or otherwise relevant to the subject matter of this Agreement, the Party receiving the notice will promptly provide copy of such notice or correspondence to the other Parties hereto. 9. Identification of Additional Anchor Partners. The Parties acknowledge that the success of the CIZ Program may depend on identifying and including additional "Anchor Partners" as contemplated by the CIZ Program's Strategic Guidebook to provide {K0368359.1}