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(a) Developer Processing Challenge. A "Developer Processing Challenge" is
<br /> any claim, demand, proceeding, application, petition, complaint or action filed, brought or
<br /> otherwise commenced by Developer to review, challenge, set aside, modify, overturn, supersede
<br /> or annul City's review, evaluation, consideration, processing, or disposition of or decisions
<br /> regarding Developer's proposal to develop the Project or application or a portion thereof and any
<br /> combination thereof. Developer acknowledges that all efforts undertaken by City in evaluating
<br /> Developer's proposal to develop the Project may be set aside (in whole or in part), voided,
<br /> invalidated, or annulled, and Developer is voluntarily and knowingly proceeding at its sole risk.
<br /> As to any such Developer Processing Challenge, Developer and City shall each remain liable for
<br /> its respective attorney's fees and costs of litigation and costs of experts and consultants retained
<br /> in any such litigation.
<br /> (b) Third Party Project-Related Challenge.
<br /> i. Developer is aware that all efforts undertaken by City in evaluating
<br /> Developer's proposal to develop the Project may be set aside (in whole or in part), voided,
<br /> invalidated, or annulled, and Developer is voluntarily and knowingly proceeding at its sole risk.
<br /> ii. To the fullest extent permitted by law, Developer shall fully
<br /> indemnify, defend (at Developer's sole cost and expense and with legal counsel selected and
<br /> approved by City, in City's sole discretion), protect and hold harmless City, its elected officials,
<br /> directors, board members, officers, employees, contractors, volunteers, agents and attorneys from
<br /> and against any and all actual claims, demands, obligations, acts, causes of action, damages,
<br /> costs, expenses, losses,judgments, fines,penalties and liabilities, in law or in equity,to person or
<br /> property, of every kind or nature whatsoever claimed, made or suffered by any person, including,
<br /> but not limited to, claims relating to this Agreement, City's review and evaluation of the Project
<br /> or selection of Developer to develop the Project (if such be the case) ("Third Party Project-
<br /> Related Challenge"). Developer further agrees that City may use its own legal staff or outside
<br /> counsel in connection with defense of any Proposal-Related Challenge, at the City Attorney's
<br /> sole discretion, and City shall have the right to select outside counsel of its choice, in its sole
<br /> discretion. All costs to City associated with its defense of any Third Party Project-Related
<br /> Challenge, including but not limited to the time and expenses of the City Attorney's Office, other
<br /> City staff, any Consultants or experts retained in connection with the Third Party Project-Related
<br /> Challenge, attorney's fees of City's selected outside counsel, and litigation costs shall be fully
<br /> reimbursed to City by Developer. City will provide Developer with monthly invoices for all
<br /> such costs in the case of a Third Party Project-Related Challenge. Developer shall make
<br /> payment to City for any costs covered by this section within thirty (30) days of receipt of an
<br /> invoice from City for such costs.
<br /> iii. Developer's waivers with regard to City as well its commitments
<br /> to the defense and indemnification of City set forth herein shall remain in full force and effect
<br /> throughout all stages of any lawsuit, claim, or proceeding.
<br /> iv. In the event of any Third Party Project-Related Challenge, the
<br /> Parties shall cooperate in defending against such challenge. Each party shall promptly notify the
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