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REV: 07-29-2021 VR
<br />limiting the generality of the foregoing, neither City nor Developer shall be liable under any
<br />circumstances for any direct, indirect, special, compensatory, consequential, punitive or exemplary
<br />damages, regardless of whether the claim for damages is based on contract, tort, statute or other
<br />basis of liability.
<br />(d) Challenge to DTPP CEQA Review. To the fullest extent permitted by law,
<br />in accordance with the percentages identified in Section 4.02 above, Developer shall defend,
<br />indemnify (with legal counsel selected and approved by the City in the City’s sole discretion) and
<br />hold harmless the City and its officers, officials, boards, commissions, employees, consultants,
<br />agents, and volunteers from and against any claim, action, or proceeding to attack, set aside, void,
<br />or annul any action taken by the City on the DTPP CEQA Review, or any of the proceedings, acts,
<br />or determinations taken, done or made prior to said action, including, but not limited to, any writ
<br />of mandate, litigation, declaratory relief, or due process litigation which may arise or result from
<br />or be related in any way to the DTPP CEQA Review. This indemnification applies to any
<br />challenge to the DTPP CEQA Review whether or not the challenge singles out any particular
<br />project. To the extent that the City is required to use any of its own resources to respond to such
<br />a claim, action, or proceeding, Developer will reimburse the City for its share upon demand and
<br />upon presentation of an invoice describing the work done, the time spent on such work, and the
<br />hourly rate for such work by the employee, consultant, or agent of the City, including, but not
<br />limited to, all costs and fees incurred in additional investigation, or study of, or for supplementing,
<br />redrafting, revising, or amending any document (such as an environmental impact report, specific
<br />plan, or general plan amendment).
<br />(e) Indemnification Survives Termination. The rights and obligations set forth
<br />in this Section 5.08 shall survive termination of this Agreement.
<br />Section 5.09. Amendment of this Agreement. This Agreement may be amended from time
<br />to time, in whole or in part, only by written amendment executed by the Parties.
<br />Section 5.10. This Agreement may be executed in two duplicate originals, each of which
<br />is an original, but all of which taken together is considered one and the same instrument.
<br />Section 5.11. Electronic Signatures. If all Parties agree, electronic signatures may be used
<br />in place of original signatures on this Agreement. Each Party intends to be bound by the signatures
<br />on the electronic document, is aware that the other Parties will rely on the electronic signatures,
<br />and hereby waives any defenses to the enforcement of the terms of this Agreement based on the
<br />use of an electronic signature. After all Parties agree to the use of electronic signatures, all Parties
<br />must sign the document electronically.
<br />[Signature Page Follows]
<br />ATTY/AGR.2021.201/Lane 1900 Broadway Owner (Page 8 of 9)
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