Ordinance 2015-1695 - Laserfiche WebLink

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Section 10.04. Tax Covenant of City. After the Conversion Date, the City will not use or permit others to use the Leased property and the Project in a manner that would cause the interest component of the Base Rentals to be included in gross income for federal income tax purposes or to be an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations (except, with respect to corporations, as such interest is required to be taken into account in determining "adjusted net book income" for the purpose of computing the alternative minimum tax imposed on such corporations). Section 10.05. Reserved. Section 10.06. Immunity and Indemnification. In the exercise of the powers of Alpine Bank by its employees and agents under this Lease, including (without limiting the foregoing) the application of moneys and the investment of funds, Alpine Bank shall not be accountable to the City for any action taken or omitted with respect to this Lease by it or its employees and agents reasonably believed by it or them to be authorized or within the discretion or rights or powers conferred under this Lease. Alpine Bank and its employees and agents shall be protected in its or their actions taken in reliance upon any paper or documents believed by it or them to be genuine and consistent with their rights or powers under this Lease, and it or they may conclusively rely upon the advice of Counsel and may (but need not) require further evidence of any fact or matter before taking any action. No recourse shall be had by the City for any claims based on this Lease against any employee or agent of Alpine Bank alleging personal liability on the part of such person. Subject to the limitations of Section 6.01 hereof and to the extent permitted by law, the City shall indemnify Alpine Bank and any of its employees or agents and save them harmless against any liability resulting from acts or omissions of the City in connection with any acts taken pursuant to this Lease as it relates to the City and the Leased Property. Subject to the limitations of Section 6.01 hereof and to the extent permitted by law, the City shall also indemnify Alpine Bank and its employees or agents against all claims arising from any act of negligence of the City or of any of its officers or employees in the performance of the City's obligations under this Lease or any violation of law by the City or breach of any covenant or warranty by the City hereunder. To the extent permitted by law, the City shall indemnify and save Alpine Bank and its employees and agents harmless from any such claim arising as aforesaid or in connection with any action or proceeding brought thereon and, upon notice from Alpine Bank or any of its employees or agents, shall defend Alpine Bank and its employees and agents in any such action or proceeding. The City's indemnification obligations hereunder shall not extend to liabilities or claims to the extent arising out of the negligent act or omission or other fault of Alpine Bank or any of its employees or agents. Section 10.07. Access to Leased Property. The City agrees that Alpine Bank and its authorized representatives shall have the right at all reasonable times to examine and inspect the Leased Property and all of the City's books and records with respect thereto. The City further agrees that Alpine Bank and any such representative shall have such rights of access to the Leased Property as may be reasonably necessary to cause the proper maintenance of the Leased Property in the event of failure by the City to perform its obligations under this Lease. 20 4812 - 2161 -1294 9