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Section 5.08. Indemnification: Coo_neration in Event of Challene_ e: Limitation of
<br />Remedies.
<br />(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 in
<br />any such litigation.
<br />(b) Third Partv Proiect-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, costs,
<br />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 -Related
<br />Challenge"). Developer further agrees that City may use its own legal staff or outside counsel in
<br />connection with defense of any Third Party Project -Related 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 discretion.
<br />All costs to City associated with its defense of any Third Party Project -Related 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 Project -Related Challenge,
<br />attorney's fees of City's selected outside counsel, and litigation costs shall be fully reimbursed to
<br />City by Developer. City will provide Developer with monthly invoices for all such costs in the
<br />case of a Third Party Project -Related Challenge. Developer shall make payment to City for any
<br />costs covered by this section within thirty (30) days of receipt of an invoice from City for such
<br />costs.
<br />iii. Developer's waivers with regard to City as well as 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 />ATTY/AGR/2017.036/ROEM DEVELOPMENT
<br />REV: 02-22-17 PR
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