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have the right to select outside counsel of its choice, in its sole discretion. All reasonable costs to City associated with its defense of any Third Party Challenge, including but not limited to the time and expenses of the City Attorney's Office, other City staff, any Consultants or experts retained in connection with the Third Party Challenge, attorney's fees of City's selected outside counsel, and litigation costs shall be fully reimbursed to City by Developer. City will provide Developer with monthly invoices for all such costs in the case of a Third Party Challenge. Developer shall make payment to City for any costs covered by this section within thirty (30) days of receipt of an invoice from City for such costs. 3.7.2 Developer's waivers with regard to City as well as its commitments to the defense and indemnification of City set forth herein shall remain in full force and effect throughout all stages of any lawsuit, claim, or proceeding. 3.7.3 In the event of any Third Party Challenge, the Parties shall cooperate in defending against such challenge. Each party shall promptly notify the other of any such challenges. Developer shall assist and cooperate at its expense with City in connection with any such challenges. 3.7.4 In any action at law or equity or other legal or administrative proceeding arising out of or relating to this Parking Agreement, or Developer's operation of the Parking Structure, neither City nor Developer shall be entitled to damages or other remedies or relief except as expressly set forth in this Parking Agreement. Permitted remedies shall include mandatory or injunctive relief, writ of mandate, specific performance of this Parking Agreement, or a claim for reimbursement of unexpended funds and advanced by Developer to City. Without limiting the generality of the foregoing, neither City nor Developer shall be liable under any circumstances for any direct, indirect, special, compensatory, consequential, punitive or exemplary damages, regardless of whether the claim for damages is based on contract, tort, statute or other basis of liability. 3.7.5 Indemnification Survives Termination. The rights and obligations set forth in this Section 3.7 shall survive termination of this Parking Agreement. 3.8 Developer Solely Responsible. Developer acknowledges and agrees that it is solely responsible for the operation and maintenance of Parking Structure and that City shall have no liability for any claims arising out of such operation and maintenance of Parking Structure. 3.9 Restoration After Casualty. Subject to the limitations contained in this Section 3.9, in case of casualty resulting in damage or destruction to the Parking Structure during the Tenn, Developer shall restore the Parking Structure, as nearly as feasible to its condition prior to the casualty (except that Developer shall have the right to make reasonable alterations). 3.10 Developer's Obligation to Pay Taxes. During the Term, Developer shall pay all lawfully required property taxes and assessments on the Site, including, without limitation, real estate and personal property taxes, and any and all utility, city, or county assessments, lawfully assessed, levied, confirmed, or imposed during the Tenn of this Parking Agreement, whether or not now customary or within the contemplation of City and Developer. 3.10.1 Developer will have the right to contest the amount or validity, in whole or in part, of any tax or assessment by appropriate proceedings diligently conducted in good faith, only after paying the tax or posting such security as may be reasonably and customarily Page 8 of 12 5 53 94.00049\33221248.8 Form of Parking Agreement