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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 PaRies. 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. Assienment 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 Challen�e. A Developer Processing Challenge is any
<br /> claim, demand, proceeding, application, petition, complaint or action filed, brought or otHerwise
<br /> commenced by Developer to review, challenge, set aside, modify, overturn, supersede or annul
<br /> City's review, evaluation, consideration, processing, or disposition of or decisions regarding
<br /> Developer's Proposal or application or a portion thereof and any combination thereof. Developer
<br /> acknowledges that all efforts undertaken by City in evaluating Developer's Proposal may be set
<br /> aside (in whole or in part), voided, invalidated, or annulled, and Developer is voluntarily and
<br /> knowingly proceeding at its sole risk. As to any such Developer Processing Challenge, '
<br /> Developer and City shall each remain liable for its respective attorney's fees and costs of
<br /> litigation and costs of expeRs and consultants retained in any such litigation.
<br /> (b) Third Part,�} Proposal / Project Challenge.
<br /> i. Developer is aware that all efforts undertaken by City in evaluating
<br /> Developer's Proposal may be set aside (in whole or in part), voided, invalidated, or annulled, and
<br /> Developer is voluntarily and 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 approved by
<br /> City, in City's sole discretion), protect and hold harmless the City, its elected officials, directors,
<br /> board members, officers, employees, contractors, volunteers, agents and attorneys from and
<br /> against any and all actual claims, demands, obligations, acts, causes of action, damages, costs,
<br /> expenses, losses, judgments, fines, penalties and liabilities, in law or in equity, [o 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, the City's review and evaluation of
<br /> Developer's Proposal or selection of Developer's Proposal (if such be the case). Developer
<br /> fuRher agrees that City may use its own legal staff or outside counsel in connection with defense
<br /> of any Proposal-Related Challenge, at the City Attomey's sole discretion, and City shall have the
<br /> right to select outside counsel of its choice, in its sole discretion. All costs to City associated
<br /> with its defense of any Proposal-Related Challenge, including but not limited to the time and
<br /> expenses of the City Attomey's Office, other City staff, any_ Consultants or experts retained in
<br /> connection with the Proposal-Related Challenge, attorney's fees of the City's selected outside
<br /> ATTYIAGR/2012.010/REIMBURSEMENT AGREEMENT BLOCK 2 .
<br /> � REV: 01125112
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