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include attorneys' fees whether or not litigation is necessary and if necessary, both at trial and on appeal),
<br />incurred by the City as a result, directly or indirectly, of the use or development of the Subject Property
<br />described in Paragraph 2 above, except those claims or liabilities caused by or arising from the gross
<br />negligence of the City, or its employees or agents. It is specifically understood that the City is not
<br />guaranteeing the appropriateness, efficiency, quality or legality of the use or development of the Subject
<br />Property, including, but not limited to, drainage or sewer plans, fire safety, or quality of construction,
<br />whether or not inspected, approved, or permitted by the City. Notwithstanding the foregoing to the
<br />contrary, nothing herein shall be deemed to require the Developer to indemnify the City from costs and
<br />expenses incurred by the City in connection with:
<br />a. the City's performance of its rights, duties, and obligations under the Code or other
<br />applicable laws or statutes, except to the extent of Developer's breach of this Agreement;
<br />b. the City's consideration of, responding to, prosecuting or defending appeals or actions
<br />filed (or complaints lodged) by persons other than Developer (its successors and/or assigns) seeking
<br />review of the City's actions in approving the Senior Project (or any portion thereof) or the terms and
<br />conditions of this Agreement;
<br />the City's negotiation and execution of this Agreement; or
<br />d. the City's performance of ordinary and customary municipal operations or acts of the City
<br />pursuant to authority granted in Chapter 163, Florida Statutes.
<br />10. Compliance. The Developer agrees that it, and its successors and assigns, will abide by the
<br />provisions of this Agreement, the City's Comprehensive Plan, and the Code, including but not limited to,
<br />the site plan regulations of the City as amended from time to time, which are incorporated herein by
<br />reference and such subsequent amendments hereto as may be applicable. Further, all required
<br />improvements, including landscaping, shall be continuously maintained by the Developer, or its
<br />successors and assigns, in accordance with the Code. The City may, without prejudice to any other legal
<br />or equitable right or remedy it may have, withhold permits, certificates of occupancy or approvals, and
<br />may terminate sewer and/or water services to the Subject Property should the Developer fail to comply
<br />with the terms of this Agreement or the Code.
<br />11. Utility Easements. The Developer shall provide to the City such easements and other legal
<br />documentation, in form as the City may deem reasonably necessary or appropriate for the installation and
<br />maintenance of the utility and other services serving the Subject Property, including but not limited to,
<br />sewer, potable water, and reclaimed water services, electric, cable and telecommunications. Unless
<br />otherwise agreed by the Developer, all such easements shall reflect a specified easement area and shall
<br />not be blanket in nature.
<br />12. Intentionally omitted.
<br />13. Living Area. The living area of the 85 dwelling units does not currently meet the requirements of
<br />Table 2-5.4 of the Code, but the City Commission has requested legislation be put in process to provide
<br />assisted living facilities a different minimum living area, less than the square footage currently required,
<br />due to the unique nature of assisted living facilities, including the large amount of common area.
<br />Developer recognizes that this Code change must be considered at public hearings in front of the Planning
<br />and Zoning Commission and City Commission, and that if it does not pass, the proposed dwelling units
<br />will need to be amended to comply with Table 2-5.4 or the Developer may upon notice to the City
<br />terminate this Agreement. Developer agrees to release the City and hold the City harmless from any and
<br />all claims by Developer should the Code amendment fail.
<br />Developer's Agreement
<br />The Allegro at Casselberry, L.L.C.
<br />Page 5 of 10
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