Planning 2015-08-27 Item 4 - Holiday Inn Express - Attachment D: Development Agreement

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Section 17. Notices. Notices, demands, correspondence to the City and Developer shall be sufficiently given if dispatched by pre -paid first -class mail to the addresses of the parties as designated under III Agreement, Section 5 Parties to Development Agreement. Notice to the City shall be to the attention of both the Mayor's Office and the City Attorney. Notices to subsequent Landowners shall be required to be given by the City only for those Landowners who have given the City written notice of their address for such notice. The parties hereto may, from time to time, advise the other of new addresses for such notices, demands or correspondence. Section 18. Reimbursement for Agreement Expenses of the City. Developer agrees to reimburse the City for actual expenses incurred over and above fees paid by Developer as an applicant incurred by City directly relating to this Agreement, including recording fees, publishing fees and reasonable staff and consultant costs not otherwise included within application fees. This Agreement shall not take effect until the fees provided for in this section, as well as any processing fees owed to the City for the Project, are paid to the City. This Agreement shall be terminated if the Developer does not pay to the City the fees provided for in this section. Upon payment of all expenses, the Developer may request written acknowledgement of all fees. Such payment of all fees shall be paid, at the latest, within 30 days from the City's presentation of a written statement of charges to the Developer Section 19. Police Power. Nothing in this Agreement shall be construed to diminish, restrict or limit the police powers of the City granted by the Washington State Constitution or by general law. Section 20. Third Party Legal Challenge. In the event any legal action or special proceeding is commenced by any person or entity other than a party or a Landowner to challenge this Agreement or any provision herein, the City and Developer will collaborate to resolve such legal action. In the event such legal action cannot be resolved, the City may elect to tender the defense of such lawsuit or individual claims in the lawsuit to Developer and/or Landowner(s). In such event, Developer and /or such Landowners shall hold the City harmless from and defend the City from all costs and expenses incurred in the defense of such lawsuit or individual claims in the lawsuit, including but not limited to, attorneys' fees and expenses of litigation, and damages awarded to the prevailing party or parties in such litigation. Neither the City nor the Developer and /or Landowner shall settle any lawsuit without the consent of the other. The City and Developer /Landowner shall act in good faith and shall not unreasonably withhold consent to settle. Section 21. No Presumption Against Drafter. This Agreement has been reviewed and revised by legal counsel for both Parties and no presumption or rule that ambiguity shall be construed against the party drafting the document shall apply to the interpretation or enforcement of this Agreement. Section 22. Headings. The headings in this Agreement are inserted for reference only and shall not be construed to expand, limit or otherwise modify the terms and conditions of this Agreement. Section 23. Recording. Developer shall record an executed copy of this Agreement with the King County Auditor, pursuant to RCW 36.70B.190, no later than 14 days after the Effective Date. H 50