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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; (c) any <br />relocation obligations to residential tenants, homeowners, or businesses permanently or <br />temporarily displaced from the donated property; and/or (d) any other transaction contemplated by <br />this Agreement, whether such claims shall accrue or be discovered before or after expiration or <br />termination of this Agreement. The City shall, after receipt of notice of the existence of such a <br />claim for which it is entitled to indemnity hereunder, notify Developer in writing of the existence <br />of such claim or commencement of such action. Developer's indemnity obligations under this <br />Section 12.2 shall not extend to claims occasioned by the sole negligence or willful misconduct of <br />City Parties. The provisions of this Section 12.2 shall survive termination or expiration of this <br />Agreement. <br />Section 12.3 Defense, Indemnification, 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 />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 />ATTY/AGR/2025.085 —901 EL CAMINO REAL DA <br />REV: 08-01-25 VR <br />Page 41 of 48 <br />