AG 2017 07 17 - Laserfiche WebLink

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B. If for any reason the Company fails to make the $58,000,000.00 investment set forth in the Recitals, then the County will have no further responsibility to make any County Incentives to the Company. C. The County is not required to make any County Incentives to Company at any time after any public announcement by Company of its plan to cease construction at the Facility. D. If for any reason and regardless of any other provision of this Agreement, the Company fails to generate sufficient new tax revenues such that the County would have received taxes generated by five (5) years of an assessed value of at least $58,000,000.00 from the Facility (excluding personal property tax revenues from any tenants or lessees of the Facility) by the fifth anniversary of completion of the Project, then Company shall repay to the County the difference between $1,487,500.00 and 85% of the amount of taxes billed to Company. E. The Company shall secure its potential repayment obligation with an irrevocable, standby letter of credit in an amount equal to the County Incentives to be paid by County, in a form acceptable to County. F. The provisions of this Section III survive the termination of this Agreement. IV. INDEMNIFICATION AND LIMITATIONS Company will indemnify and hold harmless the County and its Board of Commissioners, employees and agents (the "Indemnified Parties") for damages imposed upon them by a court of final determination based on any claims of third parties arising out of any act or omission of the Company in the performance required of it by this Agreement, provided, however, that such indemnification (i) is subject to an aggregate cap equal to the County Incentives actually received by the Company, (ii) is not contrary to law and (iii) shall not apply to third party claims arising out of or relating to a negligent act or omission of the County. The County agrees that none of the foregoing shall be construed to release County from the obligations it has undertaken elsewhere in this Agreement, in connection with the County Incentives or otherwise. Except as otherwise set forth, each Indemnified Party and the Company agrees to pay its own costs incurred in such connection, including all costs incurred in connection with the preparation of this Agreement. COMPANY SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY CLAIMS ARISING OUT OF ANY ACT OR OMISSION OF THE COMPANY IN THE PERFORMANCE REQUIRED OF IT BY THIS AGREEMENT FOR SPECIAL INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST REVENUES AND PROFITS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. This provision also applies to the indemnity set forth in the above paragraph. V. DISCLAIMER OF WARRANTIES Pagakf0bdi-461 number 3\n G-1 Page 69