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limitations on any and all potential causes of action against the City as set forth in Section 8 of
<br /> this Agreement.
<br /> 7.5. Notice and Cure Rights.Notwithstanding anything stated to the contrary in this
<br /> Agreement, City shall have no right to terminate any of the rights of any Owner under this
<br /> Agreement unless such Owner has failed to cure any default under this Agreement giving rise to
<br /> any such termination right within the cure periods expressly provided for above in this Section 7.
<br /> 8. LITIGATION
<br /> 8.1. Third-Party Litigation Concerning_Agreement. Owner shall defend, at its expense,
<br /> including attorneys' fees, indemnify, and hold harmless City, its agents, officers and employees
<br /> from any claim, action or proceeding against City, its agents, officers, or employees to attack, set
<br /> aside,void, or annul the approval of this Agreement, any document prepared for the Project in
<br /> compliance with the California Environmental Quality Act, or the approval of any pen-nit or
<br /> entitlement granted pursuant to this Agreement for the Project. City shall promptly notify Owner
<br /> of any claim, action,proceeding or determination included within this Section 8.1 no later than
<br /> fourteen(14)business days and City's receipt of service of process and City shall cooperate in the
<br /> defense. If City fails to promptly notify Owner of any such claim, action,proceeding or
<br /> determination as required by this Section, or if City fails to cooperate in the defense, Owner shall
<br /> not thereafter be responsible to defend, indemnify, or hold harmless City as to that claim, action,
<br /> proceeding, or determination. City may in its discretion participate in the defense.
<br /> 8.2. Environmental Assurances. Owner shall indemnify and hold City,its officers, agents, and
<br /> employees free and harmless from any liability,based or asserted,upon any act or omission of
<br /> Owner, its officers, agents, employees, subcontractors,predecessors in interest, successors,
<br /> assigns and independent contractors for any violation of any federal, state or local law, ordinance
<br /> or regulation relating to industrial hygiene or to environmental conditions on,under or about the
<br /> Property,including,but not limited to, soil and groundwater conditions, and Owner shall defend,
<br /> at its expense, including attorneys' fees, City, its officers, agents and employees in any action
<br /> based or asserted upon any such alleged act or omission. City may in its discretion participate in
<br /> the defense.
<br /> 8.3. Reservation of Rights. With respect to Section 8.1 and Section 8.2 herein, City reserves,
<br /> the right to either(1) approve the attorney(s) that the indemnifying party selects,hires or
<br /> otherwise engages to defend the indemnified party hereunder,which approval shall not be
<br /> unreasonably withheld, conditioned, or delayed; or(2)conduct its own defense;provided,
<br /> however,that the indemnifying party shall reimburse the indemnified party forthwith for any and
<br /> all reasonable expenses incurred for such defense, including attorneys' fees,upon billing and
<br /> accounting therefor.
<br /> 8.4. Challenge to Existing Land Use Approvals. By accepting the benefits of this Agreement,
<br /> Owner, on behalf of itself and its successors in interest,hereby expressly agrees and covenants
<br /> not to sue or otherwise challenge any land use approval affecting the Property and in effect as of
<br /> the Effective Date. Such agreement and covenant includes,without limitation,the covenant
<br /> against any direct suit by Owner or its successor in interest, or any participation, encouragement
<br /> or involvement whatsoever that is adverse to City by Owner or its successor in interest, other than
<br /> as part of required response to lawful orders of a court or other body of competent jurisdiction.
<br /> Owner hereby expressly waives, on behalf of itself and its successors in interest, any claim or
<br /> challenge to any land use approval affecting the Property and in effect as of the Effective Date.
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