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(in their sole and absolute discretion) terminate this Agreement according to the pmvisions of
<br /> Section 5.03.
<br /> Section 5.07. Assi�nnment and Transfer. Neither Party shall assign or transfer this
<br /> Agreement without the prior written consent of the other. Notwithstanding the foregaing,
<br /> Developer may assign this Agreement or its rights hereunder, or delegate all or an portion of its
<br /> duties or obligations to an entity owned or controlled by Developer, under common control with
<br /> Developer or any affiliate of Developer without City's written consent, provided that Developer
<br /> provides notice of the assignment or delegation to the City.
<br /> Section 5.08. Indemnification;Cooperation in Event of Challen�e; Limitation of
<br /> Remedies.
<br /> (a) Developer Processing 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, 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�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 futlest 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,judgnents, 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, arising
<br /> out af or related to (1) this Agreement, or (ii) City's review and evaluation of the Project or
<br /> selection of Developer to develop the Project (if such be the case) ("Third Party Project-Related
<br /> Challenge"). Developer further agrees that City may use its own legal staff or outside counsel in
<br /> connection with defense of any Third Party Project-Related Challenge, at the City Attarney's
<br /> sole discretion, and Ciry shall have the right to select outside counset of its choice, in its sole
<br /> discretion. All reasonable costs to City associated with its defense of any Third Party Project-
<br /> Reiated Challenge, including but not limited to the time and reasonable expenses of the City
<br /> Attorney's Office, other City staff, any Consultants or experts retained in connection with the
<br /> REV:05-12-16 VR
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<br /> ATTYtAGR.2016.101/Greystar IV- 14Q9 EI Camino Real
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