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REV: 07-08-26 MI
<br />volunteers, agents and attorneys from and against any and all actual claims,
<br />demands, obligations, acts, causes of action, damages, costs, expenses, losses,
<br />judgments, fines, penalties and liabilities, in law or in equity, to person or property,
<br />of every kind or nature whatsoever claimed, made or suffered by any person,
<br />including, but not limited to, claims relating to this Agreement, City’s review and
<br />evaluation of the Proposed Project as may be revised or selection of Developer to
<br />develop the Proposed Project (if such be the case) (“Third Party Project-Related
<br />Challenge”). Developer further agrees that City may use its own legal staff or
<br />outside counsel in connection with its defense of any Third Party Project-Related
<br />Challenge, at the City Attorney’s sole discretion, and City shall have the right to
<br />select outside counsel of its choice, in its sole discretion. All costs to City associated
<br />with its defense of any Third Party Project-Related Challenge, including but not
<br />limited to the time and expenses of the City Attorney’s Office, other City staff, any
<br />Consultants or experts retained in connection with the Third Party Project-Related
<br />Challenge, attorney’s fees of City’s selected outside counsel, and litigation costs
<br />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
<br />Challenge. Developer shall make payment to City for any costs covered by this
<br />section within thirty (30) days of receipt of an invoice from City for such costs.
<br />(iii) Developer’s waivers with regard to City, as well as its commitments to the
<br />defense and indemnification of City set forth herein, shall remain in full force and
<br />effect throughout all stages of any lawsuit, claim, or proceeding.
<br />(iv) In the event of any Third Party Project-Related Challenge, the Parties shall
<br />cooperate in defending against such challenge. Each Party shall promptly notify the
<br />other of any such challenges. Developer shall assist and cooperate, at its expense,
<br />with City in connection with any such challenges.
<br />(c) In any action at law or equity or other legal or administrative proceeding arising
<br />out of or relating to this Agreement, or Developer’s proposal to develop the Proposed
<br />Project, or City’s review, evaluation, consideration, proceeding or disposition of
<br />Developer’s proposal to develop the Proposed Project, including but not limited to any
<br />Developer Processing Challenge or any other challenge, neither City nor Developer shall
<br />be entitled to damages or other remedies or relief except as expressly set forth in this
<br />Agreement. Permitted remedies shall include mandatory or injunctive relief, writ of
<br />mandate, specific performance or termination of this Agreement, or a claim for
<br />reimbursement of unexpended funds and advanced by Developer to City. Without limiting
<br />the generality of the foregoing, neither City nor Developer shall be liable under any
<br />circumstances for any direct, indirect, special, compensatory, consequential, punitive or
<br />exemplary damages, regardless of whether the claim for damages is based on contract, tort,
<br />statute or other basis of liability.
<br />(d) Indemnification Survives Termination. The rights and obligations set forth in this
<br />Section 5.08 shall survive termination of this Agreement.
<br />ATTY/AGR.2026.193/Mecah Ventures (1330 El Camino Real) (Page 7 of 9)
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