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REV: 07-08-26 MI
<br />DEVELOPER: Mecah Ventures
<br />Attention: Michael Field
<br />1259 El Camino Real
<br />Menlo Park, CA 94025
<br />Telephone: 650-248-3584
<br />Section 5.06. Severability. If any term or provision of this Agreement, or the application of any
<br />term or provision of this Agreement to a particular situation, is held by a court of competent
<br />jurisdiction to be invalid, void or unenforceable, the remaining terms and provisions of this
<br />Agreement, or the application of this Agreement to other situations, shall continue in full force and
<br />effect unless amended or modified by mutual consent of the Parties. Notwithstanding the
<br />foregoing, if any material provision of this Agreement, or the application of such provision to a
<br />particular situation, is held to be invalid, void or unenforceable, either City or Developer may (in
<br />their sole and absolute discretion) terminate this Agreement according to the provisions of Section
<br />5.03.
<br />Section 5.07. Assignment and Transfer. Neither Party shall assign or transfer this Agreement
<br />without the prior written consent of the other. In the event of any assignment or transfer to which
<br />prior written consent is given, the terms, provisions, rights, obligations, conditions, and covenants
<br />of this Agreement shall be binding upon the successors and assigns of the Parties.
<br />Section 5.08. Indemnification; Cooperation in Event of Challenge; Limitation of Remedies.
<br />(a) Developer Processing Challenge. A “Developer Processing Challenge” is any
<br />claim, demand, proceeding, application, petition, complaint or action filed, brought or
<br />otherwise commenced by Developer to review, challenge, set aside, modify, overturn,
<br />supersede or annul City’s review, evaluation, consideration, processing, or disposition of
<br />or decisions regarding Developer’s proposal to develop the Proposed Project or application
<br />or a portion thereof and any combination thereof. Developer acknowledges that all efforts
<br />undertaken by City in evaluating Developer’s proposal to develop the Proposed Project
<br />may be set aside (in whole or in part), voided, invalidated, or annulled, and Developer is
<br />voluntarily and knowingly proceeding at its sole risk. As to any such Developer Processing
<br />Challenge, Developer and City shall each remain liable for its respective attorney’s fees
<br />and costs of litigation and costs of experts and consultants retained 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 Proposed Project may be set aside (in whole
<br />or in part), voided, invalidated, or annulled, and Developer is voluntarily and
<br />knowingly proceeding at its sole risk.
<br />(ii) To the fullest extent permitted by law, Developer shall fully indemnify,
<br />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
<br />elected officials, directors, board members, officers, employees, contractors,
<br />ATTY/AGR.2026.193/Mecah Ventures (1330 El Camino Real) (Page 6 of 9)
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