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REV: 11-19-25 VR
<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,
<br />brought or otherwise commenced by Developer to review, challenge, set aside,
<br />modify, overturn, supersede or annul City’s review, evaluation, consideration,
<br />processing, or disposition of or decisions regarding Developer’s proposal to
<br />develop the Proposed Project or application or a portion thereof and any
<br />combination thereof. Developer acknowledges that all efforts undertaken by City
<br />in evaluating Developer’s proposal to develop the Proposed Project may be set
<br />aside (in whole or in part), voided, invalidated, or annulled, and Developer is
<br />voluntarily and knowingly proceeding at its sole risk. As to any such Developer
<br />Processing Challenge, Developer and City shall each remain liable for its respective
<br />attorney’s fees and costs of litigation and costs of experts and consultants retained
<br />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
<br />whole or in part), voided, invalidated, or annulled, and Developer is
<br />voluntarily and knowingly proceeding at its sole 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
<br />counsel selected and approved by City, in City’s sole discretion), protect
<br />and hold harmless City, its elected officials, directors, board members,
<br />officers, employees, contractors, volunteers, agents and attorneys from and
<br />against any and all claims, actions, proceedings or liability of any nature
<br />whatsoever (including attorney’s fees and cost awards) (collectively
<br />referred to as a “Proceeding”) (A) arising out of, or in connection with, the
<br />City’s review or approval of the Proposed Project, that is filed, brought or
<br />otherwise commenced by a third party, including any effort to attack, set
<br />aside, void, or annul any action or decisions of the City in connection with
<br />the Proposed Project, including any contention the Proposed Project
<br />approval is defective because a City ordinance, resolution, policy, standard,
<br />or plan is not in compliance with local, state or federal law, and also
<br />including any challenge or objections to approvals or certifications under
<br />the California Environmental Quality Act (CEQA) and/or any mitigation
<br />monitoring program but excluding any subdivision approval governed by
<br />Government Code Section 66474.9(a), and (B) from any Proceeding
<br />seeking damages for property damage or personal injuries resulting from
<br />development authorized by the City pursuant to the Proposed Project (each,
<br />a “Third Party Project-Related Challenge”). Such indemnity shall include
<br />(i) all costs incurred in additional investigation and/or study of, or for
<br />ATTY/AGR.2025.318/505 Penobscot Drive RWC, LLC (Page 7 of 10)
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