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REV: 07-08-26 MI
<br />or decisions regarding Developer’s proposal to develop the Proposed Project or application
<br />or a portion thereof and any combination thereof. Developer acknowledges that all efforts
<br />undertaken by City in evaluating Developer’s proposal to develop the Proposed Project
<br />may be set 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 Processing
<br />Challenge, Developer and City shall each remain liable for its respective attorney’s fees
<br />and costs of litigation and costs of experts and 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
<br />or in part), voided, invalidated, or annulled, and Developer is voluntarily and
<br />knowingly proceeding at its sole risk.
<br />(ii) To the fullest extent permitted by law, Developer shall fully indemnify,
<br />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
<br />elected officials, directors, board members, officers, employees, contractors,
<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 />ATTY/AGR.2026.190/10 Twin Dolphin Drive Property Owner LLC (Page 7 of 9)
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