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ATTACHMENT6 7.A. - Page 168 4.3 Indemnification. Developer shall defend (with counsel reasonably acceptable to City), indemnify, assume all responsibility for, and hold harmless City Parties, from and against, any and all claims, liabilities and obligations, including attorneys' fees and costs, arising directly or indirectly from the work to construct the Project, including the design, development, and construction thereof, whether such claims shall accrue or be discovered before or after expiration or termination of this Agreement. Developer's indemnity obligations under this Section 4.3 shall not extend to claims occasioned by the sole negligence or willful misconduct of City Parties. The provisions of this Section 4.3 shall survive termination or expiration of this Agreement. 4.4 Defense, Indemnification and Coo�eration in the Event of a Legal Challen�e. 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 challenging the validity of any provision of this Agreement, or the Project Approvals ("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, (i) 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; (ii) City may, in its sole discretion, elect to be separately represented by the legal counsel of its choice in any such action or proceeding with the reasonable costs of such representation to be paid by Developer; (iii) Developer shall reimburse City, within ten (10) business days following City's written demand therefor, which may be made from time to time during the course of such litigation, all reasonable costs incurred by City in connection with the Litigation Challenge, including City's administrative, legal, and court costs and City Attorney oversight expenses; and (iv) Developer shall indemnify, defend, and hold harmless City Parties from and against any damages, attorneys' fees or cost awards, including attorneys' fees awarded under Code of Civil Procedure section 1021.5, assessed or awarded against City by way of judgment, settlement, or stipulation. Any proposed settlement of a Litigation Challenge shall be subject to City's approval not to be unreasonably withheld, conditioned or delayed. If the terms of the proposed settlement would constitute an amendment or modification of this Agreement or any Project Approvals, the settlement shall not become effective unless such amendment or modification is approved by City in accordance with Applicable Law, and City reserves its full legislative discretion with respect thereta If Developer opts not to contest or defend such Litigation Challenge, City shall have no obligation to do so. ARTICLE 5 ANNUAL REVIEW, DEFAULT AND REMEDIES 5.1 Annual Review. 5.1.1 Purpose. As required by California Government Code section 65865.1, the City and Developer shall review this Agreement and all actions taken pursuant to the terms of this Agreement with respect to the development of the Project every 12 months following the Effective Date to determine good faith compliance with this Agreement. Each annual review shall also document (i)the status of the Project development and (ii) any extension of the Term of this Agreement pursuant to Section 1.3 above. 5.12 Conduct of Annual Review. The annual review shall be conducted as provided in this Section 5.1. By December lst of each year, Developer shall provide documentation of its OAK#4824-6359-3743 vll 27 ATTY/AGR/2013.134/STANFORD DEVELOPMENT AGREEMENT REV: 08-14-13 PT