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Project-Related Challenge by a third party, Saltworks shall fully indemnify, defend, release, and
<br /> hold hannless the City, its officers, its employees, its consultants, and their agents from all
<br /> financial and other liability related to such Project-Related Challenge, including but not limited
<br /> to attorneys' fees and costs of litigation and costs of experts and consultants.
<br /> (c) CooQeration in the Event of a Project-Related Challen¢e. In the event of any
<br /> Project-Related Challenge by a third party, the Parties shall cooperate in defending against such
<br /> challenge. Each Party shall promptly notify the other of any Project-Related Challenge by a third
<br /> party of which it becomes aware. Saltworks shall assist and cooperate at its expense with City in
<br /> connection with any Project-Related Challenge by a third party.
<br /> (d) Reimbursement Relating to Project-Related Challenae. City may use its own
<br /> legal staff or outside counsel in connection with defense of any Project-Related Challenge, at the
<br /> City Attorney's sole discretion, and City shall have the right to select outside counsel of its
<br /> choice, in its sole discretion. All costs to City associated with its defense of any Project-Related
<br /> Challenge, including but not limited to the time and expenses of the City Attorney's Office, other
<br /> City staff, any Consultants or experts retained in connection with the Project-Related Challenge,
<br /> attorneys fees of the City's selected outside counsel, and litigation costs shall be fully reimbursed
<br /> to City by Saltworks; provided Saltworks shall have the right to monthly invoices for all such
<br /> costs in the case of a Project-Related Challenge by a third party. Saltworks shall make payment
<br /> to the City for any costs covered by this Section 5.10 within thirty (30) days of receipt of an
<br /> invoice ftom City for such costs.
<br /> (e) Limitation on Remedies. In any action at law or equity or other legal or
<br /> administrative proceeding arising out of or relating to this Agreement, the Applications, or City's
<br /> review, evaluation, consideration, processing or disposition of the Applications, including but not
<br /> limited to any Saltworks Processing Challenge or Project-Related Challenge, neither City nor
<br /> Saltworks shall be entitled to damages or other remedies or relief except as expressly set forth in
<br /> this Section 5.10(c). Permitted remedies shall include (i) mandatory or injunctive relief, (ii) writ
<br /> of mandate, (iii) specific performance or termination of this Agreement, or (iv) a claim for
<br /> reimbursement of unexpended funds advanced by Saltworks to City. Without limiting the
<br /> generality of the foregoing, neither City nor Saltworks shall be liable, under any circumstances,
<br /> for any direct, indirect, special, compensatory, consequential, punitive or exemplary damages,
<br /> regardless of whether the claim for such damages is based on contract, tort, statute or other basis
<br /> liability.
<br /> (e) Continuing Rights, Obli atg ions• The rights and obligations set forth in this
<br /> Section 5.10 shall survive termination of this Agreement.
<br /> Section 5.11. Integration; Counterparts: Exhibits. This Agreement may be executed in
<br /> two (2) duplicate originals, each of which is an original, but all of which taken together is
<br /> considered one and the same instrument. This Agreement consists of Articles 1 through 5,
<br /> including the recitals, and Exhibits A-1 through A-2, both inclusive, attached hereto, and
<br /> incorporated by reference herein, which constitute the entire understanding and agreement of the
<br /> Parties. The exhibits are as follows:
<br /> ATTY/AGRI2011/AMENDMENTS/FIRST AMENDED AND RESTATED REIMBURSEMENT AGREEMENT
<br /> 052311
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