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REV: 07-29-2021 VR
<br />consideration, processing, or disposition of or decisions regarding Developer’s proposal to develop
<br />the Project or application or a portion thereof and any combination thereof.
<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, 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 reasonable costs incurred by 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 such
<br />costs in the case of a Third Party Project-Related Challenge. Developer shall make payment to
<br />City for any costs covered by this section within thirty (30) days of receipt of an invoice from City
<br />for such 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 />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 other
<br />challenge, 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 or termination of this Agreement, or a
<br />claim for reimbursement of unexpended funds and advanced by Developer to City. Without
<br />ATTY/AGR.2021.201/Lane 1900 Broadway Owner (Page 7 of 9)
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