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(in their sole and absolute discretion) terminate 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 Processing Challen�e. 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, modify, 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 Part�oject-Related Challen�.
<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. Except for a breach of this Agreement by City, to the fullest extent
<br /> permitted by law, Developer shall fully indemnify, defend (at Developer's sole cost and expense
<br /> and with legal counsel selected and approved by City, in City's sole discretion), protect and hold
<br /> harmless City, its elected officials, directors, board members, officers, employees, contractors,
<br /> volunteers, agents and attorneys from and against any and all actual claims, demands,
<br /> obligations, acts, causes of action, damages, costs, expenses, losses,judgments, fines, penalties
<br /> and liabilities, in law or in equity, to person or property, of every kind or nature whatsoever
<br /> claimed, made or suffered by any person, relating to this Agreement, or City's review and
<br /> evaluation of the Project ("Third Party Project-Related Challenge"). Developer further agrees
<br /> that City may use its own legal staff or outside counsel in connection with defense of any Third
<br /> Party Project-Related Challenge, at the City Attorney's sole discretion, and City shall have the
<br /> right to select outside counsel of its choice, in its sole discretion. All reasonable costs to City
<br /> associated with its defense of any Third Party Project-Related Challenge, including but not
<br /> limited to the time and expenses of the City Attorney's Office, other City staff, any Consultants
<br /> or experts retained in connection with the Third Party Project-Related Challenge, attorney's fees
<br /> of City's selected outside counsel, and litigation costs shall be fully reimbursed to City by
<br /> Developer. City will provide Developer with monthly invoices for all such costs in the case of a
<br /> Third Party Project-Related Challenge. Developer shall make payment to City for any costs
<br /> covered by this section within thirty(30) days of receipt of an invoice from City for such costs.
<br /> REV:05-20-15 VR
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