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DEVELOPER: Hunter/Storm, LLC
<br /> Attention: Derek K. Hunter, Jr.
<br /> 10121 Miller Avenue, Suite 200
<br /> Cupertino, CA 95014
<br /> Telephone: 408-255-4100
<br /> Facsimile: 408-996-8425
<br /> Section 5.06. Severabilitv. If any term or provision of this Agreement, or the application
<br /> of any term or provision of this Agreement to a particular situation, is held by a court of
<br /> 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 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 unenfarceable, 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. Assi�nment 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 Challen�e; Limitation of
<br /> Remedies.
<br /> (a) Developer Processin� Challen�. 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 experts and consultants retained in any such litigation.
<br /> (b) Third Party Project-Related Challen�e.
<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 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 /> ATTY/AGR/2012.094/HUNGER STORM DDA REIMBURSEMENT AGREEMENT BLOCK 2
<br /> REV:07-20-12 VR
<br /> Page 7 of 10
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