Reso25-02 0024 PC Reso 901 El Camino Real

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Page 41 of 48 demands, defense costs, injuries or deaths, liabilities, obligations, and costs or expenses, including attorneys’ fees and costs, arising directly or indirectly from or in connection with, or caused, or on account of: (a) the work to construct the Project and its Community Benefits and public improvements, including the design, development, construction, and operation thereof; (b) the process for development of the Project, including any approval with respect thereto; (c) any relocation obligations to residential tenants, homeowners, or businesses permanently or temporarily displaced from the donated property; and/or (d) any other transaction contemplated by this Agreement, whether such claims shall accrue or be discovered before or after expiration or termination of this Agreement. The City shall, after receipt of notice of the existence of such a claim for which it is entitled to indemnity hereunder, notify Developer in writing of the existence of such claim or commencement of such action. Developer’s indemnity obligations under this Section 12.2 shall not extend to claims occasioned by the sole negligence or willful misconduct of City Parties. The provisions of this Section 12.2 shall survive termination or expiration of this Agreement. Section 12.3 Defense, Indemnification, and Cooperation in the Event of a Legal Challenge. A. The filing of any third party court action or proceeding instituted by a third party or other governmental entity or official against City or Developer relating to the Project Approvals, this Agreement, or construction of the Project shall not delay or stop the development, processing, or construction of the Project or approval of any Subsequent Approvals, unless the third party obtains a court order preventing the activity. City shall not stipulate to or cooperate in the issuance of any such order. B. City and Developer shall cooperate in the defense of any court action or proceeding instituted by a third party or other governmental entity or official against City or Developer relating to the Project Approvals, this Agreement, or construction of the Project (“Litigation Challenge”), and the Parties shall keep each other informed of all developments relating to such defense, subject only to confidentiality requirements that may prevent the communication of such information. To the extent Developer desires to contest or defend such Litigation Challenge: 1. Developer shall take the lead role defending such Litigation Challenge and may, in its sole discretion, elect to be represented by the legal counsel of its choice; 2. City may, in its sole discretion, elect to be separately represented by the legal counsel of its choice, with the reasonable costs of such representation to be paid by Developer; 3. Developer shall reimburse City, within thirty (30) days following City’s written demand therefor, which may be made from time to time during the course of such Litigation Challenge, all reasonable costs and expenses incurred by City in connection with the Litigation Challenge, including City’s reasonable administrative, legal, and court costs, and City Attorney oversight expenses, including the retention of outside counsel; and ATTY/RESO.0024/PC RESO 901 EL CAMINO REV: 04-11-25 VR