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REV: 09-18-25 VR
<br />foregoing, if any material provision of this Agreement, or the application of such provision to a
<br />particular situation, is held to be invalid, void or unenforceable, either City or Developer may (in
<br />their sole and absolute discretion) terminate this Agreement according to the provisions of Section
<br />5.03.
<br />Section 5.07. Assignment and Transfer. Neither Party shall assign or transfer this
<br />Agreement without the prior written consent of the other. In the event of any assignment or transfer
<br />to which prior written consent is given, the terms, provisions, rights, obligations, conditions, and
<br />covenants of this Agreement shall be binding upon the successors and assigns of the Parties.
<br />Section 5.08. Indemnification; Cooperation in Event of Challenge; Limitation of
<br />Remedies.
<br />(a) Developer Processing Challenge. A “Developer Processing Challenge” is
<br />any claim, demand, proceeding, application, petition, complaint or action filed, brought or
<br />otherwise commenced by Developer to review, challenge, set aside, modify, overturn, supersede
<br />or annul City’s review, evaluation, consideration, processing, or disposition of or decisions
<br />regarding Developer’s proposal to develop the Proposed Project or application or a portion thereof
<br />and any combination thereof. Developer acknowledges that all efforts undertaken by City in
<br />evaluating Developer’s proposal to develop the Proposed Project may be set aside (in whole or in
<br />part), voided, invalidated, or annulled, and Developer is voluntarily and knowingly proceeding at
<br />its sole risk. As to any such Developer Processing Challenge, Developer and City shall each
<br />remain liable for its respective attorney’s fees and costs of litigation and costs of experts and
<br />consultants retained in any such litigation.
<br />(b) Third Party Project-Related Challenge.
<br />i. Developer is aware that all efforts undertaken by City in evaluating
<br />Developer’s proposal to develop the Proposed Project may be set aside (in whole or in part),
<br />voided, invalidated, or annulled, and Developer is voluntarily and knowingly proceeding at its sole
<br />risk.
<br />ii. To the fullest extent permitted by law, Developer shall fully
<br />indemnify, defend (at Developer’s sole cost and expense and with legal counsel selected and
<br />approved by City, in City’s sole discretion), protect and hold harmless City, its elected officials,
<br />directors, board members, officers, employees, contractors, volunteers, agents and attorneys from
<br />and against any and all actual claims, demands, obligations, acts, causes of action, damages, costs,
<br />expenses, losses, judgments, fines, penalties and liabilities, in law or in equity, to person or
<br />property, of every kind or nature whatsoever claimed, made or suffered by any person, including,
<br />but not limited to, claims relating to this Agreement, City’s review and evaluation of the Proposed
<br />Project as may be revised or selection of Developer to develop the Proposed Project (if such be
<br />the case) (“Third Party Project-Related Challenge”). Developer further agrees that City may use
<br />its own legal staff or outside counsel in connection with its defense of any Third Party Project-
<br />Related Challenge, at the City Attorney’s sole discretion, and City shall have the right to select
<br />outside counsel of its choice, in its sole discretion. All costs to City associated with its defense of
<br />any Third Party Project-Related Challenge, including but not limited to the time and expenses of
<br />the City Attorney’s Office, other City staff, any Consultants or experts retained in connection with
<br />the Third Party Project-Related Challenge, attorney’s fees of City’s selected outside counsel, and
<br />litigation costs shall be fully reimbursed to City by Developer. City will provide Developer with
<br />monthly invoices for all such costs in the case of a Third Party Project-Related Challenge.
<br />Developer shall make payment to City for any costs covered by this section within thirty (30) days
<br />of receipt of an invoice from City for such costs.
<br />ATTY/AGR.2025.236/Stanford Medicine (575/585 Broadway) (Page 6 of 8)
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