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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. 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 />R ampdiac
<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 Party Project -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 />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
<br />its sole discretion. All costs to City associated with its defense of any Third Party Project -Related
<br />Challenge, including but not limited to the time and expenses of the City Attorney's Office, other
<br />City staff, any Consultants or experts retained in connection with the Third Party Project -Related
<br />Challenge, attorney's fees of City's selected outside counsel, and litigation costs shall be fully
<br />reimbursed to City by Developer. City will provide Developer with monthly invoices for all
<br />such costs in the case of a Third Party Project -Related Challenge. Developer shall make
<br />REV: 12-09-2020 PR
<br />ATTY/AGR.2020.289/Republic Metropolitan (651 EI Camino Real) (Page 6 of 8)
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