Agmt21 Tishman Spear Reimbursement Agreement

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Challenge, attorney's fees of City's selected outside counsel, and litigation costs shall be fully reimbursed to City by Developer. City will provide Developer with monthly invoices for all such costs in the case of a Third Party Project -Related Challenge. Developer shall make payment to City for any costs covered by this section within thirty (30) days of receipt of an invoice from City for such costs. iii. Developer's waivers with regard to City as well as its commitments to the defense and indemnification of City set forth herein shall remain in full force and effect throughout all stages of any lawsuit, claim, or proceeding. iv. In the event of any Third Party Project -Related Challenge, the Parties shall cooperate in defending against such challenge. Each party shall promptly notify the other of any such challenges. Developer shall assist and cooperate at its expense with City in connection with any such challenges. (c) In any action at law or equity or other legal or administrative proceeding arising out of or relating to this Agreement, or Developer's proposal to develop the Project, or City's review, evaluation, consideration, proceeding or disposition of Developer's proposal to develop the Project, including but not limited to any Developer Processing Challenge or any other challenge, neither City nor Developer shall be entitled to damages or other remedies or relief except as expressly set forth in this Agreement. Permitted remedies shall include mandatory or injunctive relief, writ of mandate, specific performance or termination of this Agreement, or a claim for reimbursement of unexpended funds and advanced by Developer to City. Without limiting the generality of the foregoing, neither City nor Developer shall be liable under any circumstances for any direct, indirect, special, compensatory, consequential, punitive or exemplary damages, regardless of whether the claim for damages is based on contract, tort, statute or other basis of liability. (d) Indemnification Survives Termination. The rights and obligations set forth in this Section 5.08 shall survive termination of this Agreement. Section 5.09. Amendment of this Agreement. This Agreement may be amended from time to time, in whole or in part, only by written amendment executed by the Parties. Section 5.10. This Agreement may be executed in two (2) duplicate originals, each of which is an original, but all of which taken together is considered one and the same instrument. Section 5.11. Exculpation. Notwithstanding anything to the contrary contained in this Agreement, City agrees that no direct or indirect partner, shareholder, member, manager, owner, officer, director, trustee, agent, affiliate, or employee in or of Developer or in or of any of the foregoing of Developer shall be personally liable in any manner or to any extent under or in connection with any obligation of Developer under this Agreement. REV: 12-22-2020 PR [Signature Page Follows] ATTY/AGR.2020.283/Tishman Speyer (Page 7 of 8)