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(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 Third Party Project-Related Challenge, at the City
<br /> Attorney's sole discretion, and City shall have the right to select outside counsel of its choice, in
<br /> its sole discretion. All costs to City associated with its defense of any Third Party Project-
<br /> Related Challenge, including but not limited to the time and expenses of the City Attorney's
<br /> Office, other City staff, any Consultants or experts retained in connection with the Third Party
<br /> Project-Related Challenge, attorney's fees of City's selected outside counsel, and litigation costs
<br /> shall be fully reimbursed to City by Developer. City will provide Developer with monthly
<br /> invoices for all such costs in the case of a Third Party Proj ect-Related Challenge. Developer
<br /> shall make payment to City for any costs covered by this section within thirty (30) days of
<br /> receipt of an invoice from City for such costs.
<br /> iii. Developer's waivers with regard to City as well as its
<br /> commitments to the defense and indemnification of City set forth herein shall remain in full
<br /> force and effect 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
<br /> other of any such challenges. Developer shall assist and cooperate at its expense with City in
<br /> connection with any such challenges.
<br /> (c) In any action at law or equity or other legal or administrative proceeding
<br /> arising out of or relating to this Agreement, or Developer's proposal to develop the Project, or
<br /> City's review, evaluation, consideration, proceeding or disposition of Developer's proposal to
<br /> develop the Project, including but not limited to any Developer Processing Challenge or any
<br /> other challenge, neither City nor Developer shall be entitled to damages or other remedies or
<br /> relief except as expressly set forth in this Agreement. Permitted remedies shall include
<br /> mandatory or injunctive relief, writ of mandate, specific performance or termination of this
<br /> Agreement, or a claim for reimbursement of unexpended funds and advanced by Developer to
<br /> City. Without limiting the generality of the foregoing, neither City nor Developer shall be liable
<br /> Page 7 of 9
<br /> REV: 08-10-16 VR
<br /> ATTYIAGR.2016.211/Watt Communities, LLC
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