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Litigation Challenge, including City's reasonable administrative, legal, and court costs, and City <br />Attorney oversight expenses, including the retention of outside counsel; and <br />4. Developer shall indemnify, defend, and hold harmless City Parties <br />from and against any damages, attorneys' fees, or cost awards, including attorneys' fees awarded <br />under Code of Civil Procedure Section 1021.5, assessed or awarded against City by way of <br />judgment, settlement, or stipulation. <br />C. Upon request by Developer, City may enter into a joint defense agreement <br />in a form reasonably acceptable to the City Attorney to facilitate the sharing of materials and <br />strategies related to the defense of such Litigation Challenge without waiver of attorney client <br />privilege. Any proposed settlement of a Litigation Challenge by a Party shall be subject to the <br />approval of the other Party, such approval not to be unreasonably withheld, conditioned, or <br />delayed. If the terms of the proposed settlement would constitute an amendment or modification <br />of this Agreement or any Project Approvals, the settlement shall not become effective unless such <br />amendment or modification is approved by City in accordance with Applicable Law, and City <br />reserves its full legislative discretion with respect thereto. If Developer opts not to contest or <br />defend such Litigation Challenge, City shall have no obligation to do so, but shall have the right <br />to do so at its own expense. <br />ARTICLE 13. MISCELLANEOUS PROVISIONS <br />Section 13.1 Incorporation of Recitals, Exhibits, and Introductory Paragraph. The <br />Recitals contained in this Agreement, the introductory paragraph preceding the Recitals, and the <br />Exhibits attached hereto are hereby incorporated into this Agreement as if fully set forth herein. <br />Section 13.2 Severability. if any term or provision of this Agreement, or the application <br />of any term or provision of this Agreement to a particular situation, is held by a court of competent <br />jurisdiction to be invalid, void, or unenforceable, the remaining terms and provisions of this <br />Agreement, or the application of this Agreement to other situations, shal I continue in full force and <br />effect unless amended or modified by mutual consent of the Parties. <br />Section 13.3 Construction. Each reference herein to this Agreement or any of the Project <br />Approvals (including any amendments or Subsequent Approvals) shall be deemed to refer to the <br />Agreement and the Project Approvals as it may be amended from time to time in accordance with <br />this Agreement, whether or not the particular reference refers to such possible amendment. Section <br />headings in this Agreement are for convenience only and are not intended to be used in interpreting <br />or construing the terms, covenants, or conditions of this Agreement. This Agreement has been <br />reviewed and revised by legal counsel for City and Developer, and no presumption or rule that <br />ambiguities shall be construed against the drafting party shall apply to the interpretation or <br />enforcement of this Agreement. Unless the context clearly requires otherwise, 1) the plural and <br />singular numbers shall each be deemed to include the other; 2) the masculine, feminine, and neuter <br />genders shall each be deemed to include the others; 3) "shall," "will," or "agrees" are mandatory, <br />and "may" is permissive; 4) "or" is not exclusive; 5) "include," "includes" and "including" are not <br />39 <br />ATTY/AGR/2024.193 -GATEKEEPER DA - 1900 BROADWAY <br />REV: 10-22-24 VR <br />