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Section 5.06. Severabilitv. If any term or provision of this Agreement, or the application
<br /> of any term or provision of this Agreement to a particulaz situation, is held by a court of
<br /> competent jurisdiction to be invalid, void or unenforceable, the remaining terms and provisivns
<br /> of this Agreement, or the application of this Agreement to other situations, shall continue in full
<br /> force and effect unless amended or modified by mutual consent of the Parties. Notwithstanding
<br /> the foregoing, if any material provision of this Agreement,or the application of such provision to
<br /> a particular situation, is held to be invalid, void or unenforceable, either City or Develaper may
<br /> (in their sole and absolute discretion} ternunate this Agreement according to the provisions of
<br /> Section 5.03.
<br /> Section 5.07. Assi�,nment and Transfer. Neither Party shall assign or transfer this
<br /> Agreement without the prior written consent of the other.
<br /> Section 5.08. Indemnification;Cooperation in Event of Challenge; Limitation of
<br /> Remedies.
<br /> (a) Developer Processin�Challenge. A"Developer Processing Challenge"is
<br /> any claim, demand, proceeding, application, petition, complaint or action filed, brought or
<br /> otherwise commenced by Developer to review, challenge, set aside, rnodify, overturn, supersede
<br /> or annul City's review, evaluation, consideration, processing, or disposition of or decisions
<br /> regarding Developer's proposal to develop the Project or application or a portion thereof and any
<br /> combination thereof. Developer acknowledges that all efforts undertaken by City in evaluating
<br /> Developer's proposal to develop the Project may be set aside (in whole or in part}, voided,
<br /> invalidated, or annulled, and Developer is voluntarily and knowingly proceeding at its sole risk.
<br /> As to any such Developer Processing Challenge, Developer and City shall each remain liable for
<br /> its respective attorney's fees and costs of litigation and costs of experts and consultants retained
<br /> in any such litigation.
<br /> (b) Third Partv Project-Related Challenge.
<br /> i. Developer is aware that all efforts undertaken by City in evaluating
<br /> Developer's proposal to develop the Project may be set aside (in whole or in part), voided,
<br /> invalidated,or annulled, and Developer is voluntarily and knowingly proceeding at its sole risk.
<br /> ii. To the fullest extent permitted by law, Developer shall fully
<br /> indemnify, defend (at Developer's sole cost and expense and with legal counsel selected and
<br /> approved by City, in City's sole discretion), protect and hold harmless Ciry, its elected officials,
<br /> directors,board members,officers, employees, contractors,volunteers, agents and attorneys from
<br /> and against any and all actual claims, demands, obligations, acts, causes of action, damages,
<br /> costs, expenses, losses,judgments, fines,penalties and liabilities, in law or in equity,to person or
<br /> property, of every kind or nature whatsoever claimed,made or suffered by any person, including,
<br /> but not limited to, claims relating to this Agreement, City's review and evaluation of the Project
<br /> or selection of Developer to develop the Project (if such be the case) ("Third Party Project-
<br /> Related Challenge"). Developer further agrees that City may use its own legal staff or outside
<br /> counsel in connection with defense of any Proposal-Related Challenge, at the City Attorney's
<br /> sole discretion, and City shall have the right to select outside counsel of its choice, in its sole
<br /> ATTY/AGR/2014.130/GREYSTAR REIMBURSEMENT AGR-JEFFERSON
<br /> REV:08-01-14 VR
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