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subject only to confidentiality requirements that may prevent the communication of such
<br />information. To the extent Developer desires to contest or defend such Litigation Challenge, (a)
<br />Developer shall take the lead role defending such Litigation Challenge and may, in its sole
<br />discretion, elect to be represented by the legal counsel of its choice; (b) City may, in its sole
<br />discretion, elect to be separately represented by the legal counsel of its choice, with the
<br />reasonable costs of such representation to be paid by Developer; (c) Developer shall reimburse
<br />City, within thirty (30) days following City's written demand therefor, which may be made from
<br />time to time during the course of such Litigation Challenge, all reasonable costs incurred by City
<br />in connection with the Litigation Challenge, including City's reasonable administrative, legal,
<br />and court costs and City Attorney oversight expenses; and (d) Developer shall indemnify,
<br />defend, and hold harmless City Parties from and against any damages, attorneys' fees, or cost
<br />awards, including attorneys' fees awarded under Code of Civil Procedure Section 1021.5,
<br />assessed or awarded against City by way of judgment, settlement, or stipulation. Upon request
<br />by Developer, City shall enter into a joint defense agreement in a form reasonably acceptable to
<br />the City Attorney to facilitate the sharing of materials and strategies related to the defense of
<br />such Litigation Challenge without waiver of attorney client privilege. Any proposed settlement
<br />of a Litigation Challenge by a Party shall be subject to the approval of the other Party, such
<br />approval not to be unreasonably withheld, conditioned, or delayed. If the terms of the proposed
<br />settlement would constitute an amendment or modification of this Agreement or any Project
<br />Approvals, the settlement shall not become effective unless such amendment or modification is
<br />approved by City in accordance with Applicable Law, and City reserves its full legislative
<br />discretion with respect thereto. If Developer opts not to contest or defend such Litigation
<br />Challenge, City shall have no obligation to do so, but shall have the right to do so at its own
<br />expense.
<br />Section 10.6 Revision to Project. In the event of a court order issued as a result of a
<br />successful Litigation Challenge, City shall, to the extent permitted by law or court order, in good
<br />faith seek to comply with the court order in such a manner as will maintain the integrity of the
<br />Project Approvals and avoid or minimize to the greatest extent possible (a) any impact to the
<br />development of the Project as provided for in, and contemplated by, the Project Approvals and
<br />this Agreement, or (b) any conflict with the Project Approvals or this Agreement or frustration of
<br />the intent or purpose of the Project Approvals or this Agreement.
<br />Section 10.7 State Federal or Case Law. Where any state, federal, or case law allows
<br />City to exercise any discretion or take any act with respect to that law, City shall, in an
<br />expeditious and timely manner, at the earliest possible time, (a) exercise its discretion in such a
<br />way as to be consistent with, and carry out the terms of, this Agreement and (b) take such other
<br />actions as may be necessary to carry out in good faith the terms of this Agreement.
<br />Section 10.8 Defense of Agreement. City, at Developer's expense, shall take all actions
<br />that are necessary or advisable to uphold the validity and enforceability of this Agreement. If
<br />this Agreement is adjudicated or determined to be invalid or unenforceable, City agrees, subject
<br />to all legal requirements, to consider modifications to this Agreement to render it valid and
<br />enforceable to the extent permitted by Applicable Law.
<br />ATTY/AGR/2022.389/HARBOR VIEW PROJECT DEVELOPMENT AGREEMENT
<br />REV: 10-28-2022 VR
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