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Section 5.06. Severabilitv. If any term ar provision of this Agreement, or the application
<br /> of any term or provision of this Agreement to a particular situation, is held by a court of
<br /> competent jurisdiction to be invalid, void or unenforceable, the remaining terms and provisions
<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 Developer may
<br /> (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 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 /> rega.rding 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 Party Project-Related Challen�e.
<br /> i. Developer is aware that all efforts undertaken by City in evaluating
<br /> Developer's pmposal 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 /> 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 Third Party Project-Related Challenge, at the City
<br /> Attorney's sole discretion, and City shall have the right to select outside counsel of its choice, in
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<br /> REV:09-25-15 VR
<br /> ATTY/AGR.2015.221/Acclaim Companies
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