THE RUSSELL FISCHER PARTNERSHIP, LP

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Agreement to memorialize RF's obligation to indemnity the City in connection with the Litigation. F. The Parties acknowledge and agree that RF has proceeded with good faith intent and has diligently taken all actions within its power to proceed with the development of the 2018 and 2019 Projects, in reliance upon the City's issuance of the 2018 and 2019 Approvals. G, The Parties now wish to fully, finally, and forever settle, compromise, and resolve any and all claims arising out of, related to, or in connection with the Litigation as between the City and Real Party, as provided for in this Agreement. AGREEMENT NOW, THEREFORE, considering the mutual covenants and agreements contained in this Agreement, the recitals set forth above, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Patties agree as follows: I. Rescission of the 2019 Approvals. The City shall take all necessary actions to process and consider the rescission of the 2019 Approvals. The Parties acknowledge and agree that the City retains its discretion as to whether or not to rescind the 2019 Approvals. The City acknowledges and agrees that the 2018 Approvals have not expired and were not rescinded by the City, and therefore are valid and in full force and effect, 2. RF's Indemnification Obligation Under the 2019 Approvals. In the event the City rescinds the 2019 Project Approvals, the City acknowledges that the rescission would include rescission of all conditions of approval on the 2019 Approvals, including RF's indemnity obligation except as set forth herein. If the City Council rescinds the 2019 Approvals, the City shall immediately send written notice to RF terminating that certain Joint Nondisclosure, Indemnity, and Litigation Defense Agreement entered into on March 23, 2020 by and between the City and RF. RF's indemnity obligation shall end the date that the City Council rescinds the 2019 Approvals. But, RF shall remain responsible for payment of any attorneys' fees or costs incurred by the City up to the date of rescission but which may not yet have been formally invoiced. 3. RF's Obligation Regarding Any Attorney's Fees Awarded Plaintiffs. At the end of the Litigation, if the court awards attorney's fees or costs to Plaintiffs' counsel, RF shall be responsible to indemnify the City for up to $50,000 of any court -awarded fees and/or costs. 4. Indemnification, The City shall defend, indemnify and hold harmless RF and all other Real Parties, their respective agents, officers and employees against and from any and all liabilities, demands, claims, actions or proceedings and any judgments, costs, and expenses incidental thereto (including costs of defense, costs associated with 55394.000S'A33249071.3