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Section 12.2 indemnification. To the fullest extent permitted by law, Developer shall <br />defend (with counsel reasonably acceptable to City), indemnify, assume all responsibility for, and <br />hold harmless City Parties, from and against, any and all claims, causes of action, damages, <br />demands, defense costs, injuries or deaths, liabilities, obligations, and costs or expenses, including <br />attorneys' fees and costs, arising directly or indirectly from or in connection with, or caused, or on <br />account of: (a) the work to construct the Project and its Community Benefits and public <br />improvements, including the design, development, construction, and operation thereof; (b) the <br />process for development of the Project, including any approval with respect thereto; and/or (c) any <br />other transaction contemplated by this Agreement, whether such claims shall accrue or be <br />discovered before or after expiration or termination of this Agreement. The City shall, after receipt <br />of notice of the existence of such a claim for which it is entitled to indemnity hereunder, notify <br />Developer in writing of the existence of such claim or commencement of such action. Developer's <br />indemnity obligations ander this Section 12.2 shall not extend to claims occasioned by the sole <br />negligence or willful misconduct of City Parties. The provisions of this Section 12.2 shall survive <br />termination or expiration of this Agreement. <br />Section 12.3 Defense, Indernnification, and Cooperation in the Event of a Legal <br />Challenge. <br />A. The filing of any third party court action or proceeding instituted by a third <br />party or other governmental entity or official against City or Developer relating to the Project <br />Approvals, this Agreement, or construction of the Project shall not delay or stop the development, <br />processing, or construction of the Project or approval of any Subsequent Approvals, unless the <br />third party obtains a court order preventing the activity. City shall not stipulate to or cooperate in <br />the issuance of any such order. <br />B. City and Developer shall cooperate in the defense of any court action or <br />proceeding instituted by a third party or other governmental entity or official against City or <br />Developer relating to the Project Approvals, this Agreement, or construction of the Project <br />("Litigation Challenge"), and the Parties shall keep each other informed of all developments <br />relating to such defense, subject only to confidentiality requirements that may prevent the <br />communication of such information. To the extent Developer desires to contest or defend such <br />Litigation Challenge: <br />1. Developer shall take the lead role defending such Litigation <br />Challenge and may, in its sole discretion, elect to be represented by the legal counsel of its choice; <br />2. City may, in its sole discretion, elect to be separately represented by <br />the legal counsel of its choice, with the reasonable costs of such representation to be paid by <br />Developer; <br />3. Developer shall reimburse City, within thirty (30) days following <br />City's written demand therefor, which may be made from time to time during the course of such <br />Litigation Challenge, all reasonable costs and expenses incurred by City in connection with the <br />38 <br />ATTY/AGR/2024.193-GATEKEEPER DA -1900 BROADWAY <br />REV: 10-22-24 VR <br />