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Section 5.07. Assignment 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� 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 decisions regarding Developer's
<br /> proposal to develop the Project or application or a portion thereof and any combination thereof.
<br /> Developer acknowledges that all efforts undertaken by City in evaluating Developer's proposal
<br /> to develop the Project may be set aside (in whole or in part), voided, invalidated, or annulled,
<br /> and Developer is voluntarily and knowingly proceeding at its sole risk. As to any such
<br /> Developer Processing Challenge, Developer and City shali each remain liable for its respective
<br /> attorney's fees and costs of litigation and costs of experts and consultants retained in any such
<br /> litigation.
<br /> (b) Third Part�ject-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 City, 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 /> ("Third Party Project-Related Challenge"). Developer further agrees that City may use its own
<br /> legal staff or outside counsel in connection with defense of any Third Party Project-Related
<br /> Challenge, at the City Attorney's sole discretion, and City shall have the right to select outside
<br /> counsel of its choice, in its sole discretion. All costs to City associated with its defense of any
<br /> Third Party Project-Related Challenge, including but not limited to the time and expenses of the
<br /> City Attorney's Office, other City staff, any Consultants or experts retained in connection with
<br /> the Third Party Project-Related Challenge, attorney's fees of City's selected outside counsel, and
<br /> litigation costs shall be fully reimbursed to City by Developer. City will provide Developer with
<br /> monthly invoices for all such costs in the case of a Third Party Project-Related Challenge.
<br /> Developer shall make payment to City for any costs covered by this section within thirty (30)
<br /> days of receipt of an invoice from City for such costs.
<br /> ATTY/AGR/2015.223/JEFFERSON RES LLC
<br /> REV: 10-08-15 VR
<br /> Page 6 of 8
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