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<br />1 13.11 SEVERABILITY <br /> <br />2 If a court of competent jurisdiction holds any non-material provision of this Agreement to <br />3 be invalid and unenforceable, the invalidity or unenforceability of such provision shall not <br />4 affect any of the remaining provisions of this Agreement which shall be enforced as if <br />5 such invalid or unenforceable provision had not been contained herein. <br /> <br />6 13.12 COSTS AND ATTORNEYS' FEES <br />7 The prevailing party in any action brought to enforce the terms of this Agreement or <br />8 arising out of this Agreement may recover its reasonable costs expended in connection <br />9 with such an action from the other party. However, each party shall bear its own <br />10 attorneys' fees. <br /> <br />11 13.13 INDEMNITY AGAINST CHALLENGES TO AGREEMENT <br />12 Contractor shall indemnify, defend and hold harmless Authority, and its officers, <br />13 employees and agents (collectively, the "Indemnitees") from and against any and all <br />14 liability, claim, demand, action, proceeding or suit of any and every kind and description <br />15 brought by a third person challenging the process by which Proposals were sQlicited and <br />16 evaluated, or this Agreement was negotiated or awarded. Contrador's financial <br />17 obligation under this section is limited to the expenditure of fifty thousand dollars <br />18 ($50,000). <br /> <br />19 13.14 NO DAMAGES FOR INVALIDATION OF AGREEMENT <br />20 If a final judgment of a court of competent jurisdiction determines that this Agreement is <br />21 illegal or was unlawfully entered into by Authority, neither party shall have any claim <br />22 against the other for damages of any kind (including but not limited to loss of profits) on <br />23 any theory. <br /> <br />24 13.15 REFERENCES TO LAWS <br />25 All references in this Agreement to laws and regulations shall be understood to include <br />26 such laws and regulations as they may be subsequently amended or recodified, unless <br />27 otherwise specifically provided. In addition, references to specific governmental <br />28 agencies shall be understood to include agencies that succeed to or assume the <br />29 functions they are currently performing. <br /> <br />Operating Agreement for Shoreway Center <br /> <br />Page - 54 - <br /> <br />7/30/09 <br />