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<br /> (in their sole and absolute discretion) Terminate this A�reement according ta the provisians of
<br /> Section 5.Q3.
<br /> Section S.Q7. Assianment and Transfer. Neither Party shall assign or transfer this
<br /> A�reement without the prior��vz�itten consent of the other_
<br /> Section 5.0$. Indemnification; Coo eration in Event of ChallenQe; Limitation of
<br /> Remedies.
<br /> (a) DeveloAer ProcessinQ Challen�e. A"Developer Processin� Challenge" is
<br /> any claim, d�mand, praceedin�, appIication, petition, co�nplaint or action �led, l�rought or
<br /> otherwise commenced by Developer to review, challenge, set aside, modify, overturn, supersede
<br /> or annul City's review, evaluation, consideration, processing, or dzsposition of or decisians
<br /> regarding Developer's proposa] to develop the ProjecT or applica#ion or a portion thereof and any
<br /> combination thereof. Developer acknowiedges tha# all efforts undertaken by City in evaluating
<br /> DeveIoper's proposal to develop th.e Project may be set aside (in vc�hoie ar in part), voided,
<br /> invalidated, ar annulled, and Developer is voluntarily and knowingiy proceeding at its sole risk.
<br /> As to any such Developer Proeessing Challenge, Developer and City shall each remain liable for
<br /> its respective attorney's fees and costs of litigation and costs of experts and consuItants retained
<br /> in any such litigation.
<br /> (b) Third Party Pro�ect-Related ChallenQe.
<br /> i. DeveIoper is aware that al1 efforts undertaken by City in evaluatina
<br /> Developer's proposal to deveiop the Project may be set aside (in whole or in part}, voided,
<br /> invalidated, or annulled, and Developer is voluntarily and knowin�iy proceeding at its sole risk.
<br /> ii. To fi1�e fullest extent permitted by la��, Develaper shall fu71y
<br /> indemnify, defend (at Developer's sole cost and expense and with leaal counsel selected and
<br /> approved by Ciry, in City's soie discretion), protect and hold harmiess City, its eleeted officials,
<br /> directors,board members,offtcers, employees, contractors, volunteers,agents and attorneys fram
<br /> and against any and all actual claims, dernands, obligations, acts, causes of action, damages,
<br /> costs, expenses, tosses,judgznents, 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 A�reement, City's review and evaluation of the Project
<br /> or seIection of Devetoper ta develop the Project (if such be the case) ("Third Party Project-
<br /> Related Challenge")_ Developer further agrees that City may use its own Iegal staff or outside
<br /> counsel in connection with defense of any Third Party Project-Related ChaIlenge, at fhe City
<br /> Attorney's sole discretion, and City shalt have the rigiat to select outside caunsel of iis choice, in
<br /> its sole discretion. A13 costs to City associated with its defense of any Third Party Project-
<br /> Related ChaIlenge, including but not Limited to the time and expenses of the City Attomey's
<br /> O�ce, other City staff, any Consultants or experts retained in connection wittt the Third Party
<br /> Project-Related Challenge, attorney's fees of City's selected autside counsel, and litigation costs
<br /> shall be fu1Jy reimbursed to Cizy by Developer. City wil] provide Deve3oper with monthly
<br /> invoices for all such costs in tl�e case of a Third Party Project-Related Challenge. Developer
<br /> Page 6 of 8
<br /> REV:09-25-15 VR
<br /> ATTYlAGR.2015.222/0racle d.Tech Reimbursement Agreement
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