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construction or condition of the Hamilton Garage, or operation of the Hamilton Garage by <br /> Developer, ar its employees, agents, contractors or representatives ("Third Party Challenge"), <br /> except insofar as such Claims are the result of gross negligence or willful misconduct of any <br /> City Indemnitee. Developer further agrees that City may use its own legal staff or outside <br /> counsel in connection with defense of any Third-Party Challenge, at the City Attorney's sole <br /> discretion, and City shall have the right to select outside counsel of its choice, in its sole <br /> discretion. All reasonable costs to City associated with its defense of any Third Party Challenge, <br /> including but not limited to the time and expenses of the City Attorney's Office, other City staff, <br /> any Consultants or experts retained in connection with the Third Party Challenge, attorney's fees <br /> of City's selected outside counsel, and litigation costs shall be fully reimbursed to City by <br /> Developer. City will provide Developer with monthly invoices for all such costs in the case of a <br /> Third Party Challenge. Developer shall make payment to City for any costs covered by this <br /> section within thirty (30) days of receipt of an invoice from City for such costs. <br /> 3.12.2 Developer's waivers with regard to City as well as its commitments to <br /> 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 /> 3.12.3 In the event of any Third Party Challenge, the Parties shall cooperate <br /> in defending against such challenge. Each party shall promptly notify the other of any such <br /> challenges. Developer shall assist and cooperate at its expense with City in connection with any <br /> such challenges. <br /> 3.12.4 In any action at law or equity or other legal or administrative <br /> proceeding arising out of or relating to this Agreement, ar Developer's operation of the Hamilton <br /> Garage, neither City nor Developer shall be entitled to -.damages or other remedies or relief <br /> except as expressly set forth in this Agreement. Permitted remedies shall include mandatory or <br /> injunctive relief, writ of mandate, specific performance of this Agreement, or a claim for <br /> reimbursement of unexpended funds and advanced by Developer to City. Without limiting the <br /> generality of the foregoing, neither City nor Developer shall be liable under any circumstances <br /> for any direct, indirect, special, compensatory, consequential, punitive or exemplary damages, <br /> regardless of whether the claim for damages is based on contract, tort, statute or other basis of <br /> liability. <br /> 3.12.5 Indemnification Survives Termination. The rights and obligations set <br /> forth in this Section 3.12 shall survive termination of this Agreement. <br /> 3.13 Developer Solelv Responsible. Developer acknowledges and agrees that it is <br /> solely responsible for the operation and maintenance of Hamilton Garage and that City shall <br /> have no liability for any claims arising out of such operation and maintenance of Hamilton <br /> Garage. <br /> 3.14 Restoration After Casualtv. Subject to the limitations contained in this Section <br /> 3.14, in case of a fire or other casualty resulting in damage or destruction to the parking facilities <br /> during the Term, to the extent the proceeds of insurance are sufficient to reconstruct the parking <br /> facilities (and if each lender holding a mortgage upon the Site makes the proceeds of insurance <br /> sufficient to reconstruct the parking facilities available for that purpose). Developer shall restore <br /> ATTY/AGR/2015.146/HAMILTON-WINSLOW DDA <br /> REV:08-18-15 VR <br /> Page 9 <br /> 82483.000 l9\9644366.16 <br />