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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 Saltworks may
<br /> (in their sole and absolute discretion) terminate this Agreement by providing written notice of
<br /> such termination to the other Party, provided, however, that Saltworks' obligations to pay all
<br /> processing costs of City and its Consultants pursuant to this Agreement, including any Excess
<br /> Amounts identified by City, shall survive termination of this Agreement.
<br /> Section 5.09. Assignment and Transfer. It is contemplated that Saltworks may assign or
<br /> transfer all or any portion of its interest in the Project or the Property to one or more third paRies.
<br /> In the event Saltworks transfers all of the Property and the Project to a person or entity, the
<br /> transferee shall automatically succeed to all of Saltworks' rights and obligations under this
<br /> Agreement past, present, and future. Saltworks shall remain jointly and severally liable for all of
<br /> obligations pursuant to this Agreement alongside such new transferee until such time as
<br /> Saltworks delivers to City an Assignment and Assumption Agreement executed by such
<br /> transferee in a form reasonably approved by the City Attorney. In the event Saltworks proposes
<br /> to transfer some portion of either the Project or the Property to one or more third parties but
<br /> retains an interest in either the Property or the Project itself, Saltworks and such transferee or
<br /> uansferees shall be jointly and severally liable for all obligations pursuant to this Agreement until
<br /> such time as Saltworks, the transferee or transferees, and the City execute a Reimbursement and
<br /> Processing Agreement that supersedes this Agreement and sets forth, among other things,
<br /> allocation of responsibilities for various costs among Saltworks and its transferees and City's
<br /> rights to suspend or terminate processing of Applications in the event of default by fewer than all
<br /> of the parties to such Reimbursement and Processing Agreement.
<br /> Section 5.10. Indemnification, Cooperation in the Event of Challenge.
<br /> (a) Saltworks Processing Challen�e. A"Saltworks Processing Challenge" is any
<br /> claim, demand, proceeding, application, petition, complaint or action filed, brought, or otherwise
<br /> commenced by Saltworks seeking to review, challenge, set aside, modify, overturn, supersede, or
<br /> annul City's review, evaluation, consideration, processing, or disposition of or decisions
<br /> regazding the Applications or Entitlements or a portion thereof and any combination thereof. As
<br /> to a Saltworks Processing Challenge, Saltworks and the City shall each remain liable for their
<br /> respective attomeys' fees and costs of litigation and costs of experts and consultants retained in
<br /> such litigation.
<br /> (b) Indemnification for Project-Related Challen� A"Project-Related Challenge"
<br /> is: (i) any claim, demand, proceeding, application, petition, complaint or action filed, brought, or
<br /> otherwise commenced by a third party seeking to review, challenge, set aside, modify, overturn,
<br /> supersede or annul any provision of this Agreement or City's performance hereunder, or City's
<br /> review, evaluation, consideration, processing, or disposition of or decisions regarding the
<br /> Applications or Entitlements or a portion thereof and any combination thereof; (ii) any other
<br /> claim, demand, proceeding, application, petition, complaint or action filed, brought or otherwise
<br /> commenced by Saltworks (other than a Saltworks Processing Challenge) or by a third party
<br /> concerning the Project or aimed at precluding development of the Project or a portion thereof and
<br /> any combination thereof, including those actions where the City determines, in its sole discretion,
<br /> that it is obligated to defend the challenged action even if the effect of such action would be to
<br /> impede development of all or a portion of the Project. As to any Project-Related Challenge by
<br /> Saltworks, Saltworks shall be liable for, and shall reimburse to the City, the City's attorneys' fees
<br /> and costs of litigation and costs of experts and consultants retained in such litigation. As to any
<br /> ATTY/AGR/2011/AMENDMENTS/FIRST AMENDED AND RESTATED REIMBURSEMENT AGREEMENT
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