Agmt22 IQHQ Elco Yards, LP & Greystar GP II, LLC

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REV: 02-18-2022 SK 120695-00000325/5690848.4 Page 8 of 9 Project-Related Challenge, at the City Attorney’s sole discretion, and City shall have the right to select outside counsel of its choice, in its sole discretion. All costs to City associated with its defense of any Third Party Project-Related Challenge, including but not limited to the time and expenses of the City Attorney’s Office, other City staff, any Consultants or experts retained in connection with the Third Party Project-Related Challenge, attorney’s fees of City’s selected outside counsel, and litigation costs shall be fully reimbursed to City by the applicable Developer to the extent that the Third Party Project-Related Challenge relates to that respective Developer's portion of the Project. City will provide the applicable Developer with monthly invoices for all such costs in the case of a Third Party Project-Related Challenge. The applicable Developer(s) 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) Developers’ 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. The applicable Developer(s) 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 Developers’ proposal to develop the Project, or City’s review, evaluation, consideration, proceeding or disposition of Developers’ proposal to develop the Project, including but not limited to any Developer Processing Challenge or any other challenge, neither City nor Developers 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 Developers to City. Without limiting the generality of the foregoing, neither City nor Developers 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. Counterparts. This Agreement may be executed in three (3) duplicate originals, each of which is an original, but all of which taken together is considered one and the same instrument. Section 5.11. Electronic Signatures. Electronic signatures may be used in place of original signatures on this Agreement. Each Party intends to be bound by the signatures on the electronic document, is aware that the other Parties will rely on the electronic signatures, and hereby waives any defenses to the enforcement of the terms of this Agreement based on the use of an electronic signature. After all Parties agree to the use of electronic signatures, all Parties must sign the ATTY/AGR.2022.043/IQHQ (ELCO) (Page 8 of 9)