Laserfiche WebLink
action, inaction, order, ruling moratorium, regulation, statute, condition or other decision <br />of any governmental agency having jurisdiction over the Party, over the Project or over a <br />Party's operations. <br />d. Overpayments. Notwithstanding the limitations on remedies in this <br />Article, it is understood and agreed that, because the Chapter 380 Payments are from <br />public funds, any verified overpayments to Amazon may be recovered by the City <br />through available remedies at law or in equity, or by reducing future Chapter 380 <br />Payments by the amount of an overpayment. <br />Section 9.05. Limitation of Liability. Notwithstanding anything to the contrary in this <br />Agreement, neither Amazon nor any of its Affiliates shall be liable for: (a) any indirect, reliance, <br />exemplary, incidental, speculative, punitive, special, consequential or similar damages that may <br />arise in connection with this Agreement, (b) any lost or foregone tax revenues, or (c) any <br />damages, liabilities, fees, costs, expenses, penalties, diminishments in value, losses or payments <br />(including any lost or foregone tax revenues) that exceed, in the aggregate, the lesser of (i) the <br />financial benefit realized by Amazon under this Agreement and (ii) $10,000,000. <br />Section 9.06. Indemnification. The City shall not be obligated to pay any <br />indebtedness or obligations of Amazon. Except to the extent of the City's proportional <br />responsibility arising because the City is negligent or engaged in misconduct or criminal <br />activity, Amazon hereby agrees to indemnify and defend the City, its elected officials and <br />employees from liabilities arising from third -party claims caused by or resulting from <br />Amazon's Breach of this Agreement. The City agrees that Amazon has the right to take <br />over and manage the defense of any claim for which the City seeks indemnification. <br />Amazon agrees to pay any judgments that result from Amazon's Breach that may be <br />20 <br />