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administrative or regulatory nature and proceedings that may be associated with <br />alternative dispute resolution (an "Indemnified Claim") brought by third parties against <br />any City Indemnities (including any advisory agency of the City), to attack, set aside, <br />void, annul, or challenge the validity of any approvals granted for the Project, the <br />Environmental Document concerning the Project, or seeking damages which may arise <br />from any approvals granted for the Project, the Environmental Document concerning the <br />Project, or this Agreement, other than liabilities, demands, claims, actions or <br />proceedings caused by the sole active negligence or willful misconduct of the City or <br />any City Indemnitee. <br />In any defense of any City Indemnitees, City shall have the absolute right to unilaterally <br />select the legal counsel for such City Indemnitees (with the intention of using one law <br />firm to defend all City Indemnitees unless conflicts of interest preclude such joint <br />representation), and any experts or consultants deemed necessary by City in an <br />exercise of City's sole discretion. Developer shall reimburse City for one hundred <br />percent (100%) of the City's actual fees and costs in connection with the Litigation <br />("Fees and Costs"). Such Fees and Costs shall include, but not be limited to, all <br />reasonable court costs and attorneys' fees, including other City staff time, consultants or <br />experts, spent in regard to defense of an Indemnified Claim. <br />City shall promptly render notice to the Developer of the existence of the <br />Indemnified Claim (a "Notice") and Developer shall defend the City Indemnitees at <br />Developer's expense. City shall cooperate fully with Developer in the defense of any <br />Indemnified Claim. In any Notice, City shall estimate the cost of its defense, which shall <br />include, but not be limited to, actual attorney fees, court costs, expert witnesses and <br />consultant fees, and all other costs that may arise out of, or be incurred by City in the <br />defense of an Indemnified Claim. Upon such Notice, Developer shall promptly deposit <br />funds equal to the first three (3) months of the Estimated Cost with the City and shall <br />make additional deposits as and when required to fund the further costs of defending <br />the City Indemnitees for such Indemnified Claim. Failure of Developer to deposit such <br />funds shall be deemed a material breach of this Agreement. City shall refund, without <br />interest, any unused portion of the deposits once litigation is finally concluded or a <br />dispute is resolved regarding an Indemnified Claim. <br />11. Compliance with Law. Developer will, at its sole cost and expense, <br />comply with all of the requirements of all federal, state, and local laws now in force, or <br />which may hereafter be in force, pertaining to this Agreement. <br />12. Waiver of Breach. Any express or implied waiver of a breach of any term <br />of this Agreement will not constitute a waiver of any further breach of the same or any <br />other term of this Agreement. <br />13. Notices. Except as otherwise expressly provided by law, all notices or <br />other communications required or permitted by this Agreement or by law to be served <br />on or given to either party to this Agreement by the other party shall be in writing and <br />will be deemed received on: (i) the day of delivery if delivered by hand, e-mail (with <br />55G-10 <br />