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5.10 Counterparts. This Agreement is executed in multiple counterparts, each of which shall I
<br /> constitute one and the same instrument. ,
<br /> 5.11 Severability. In the event any term or provision of this Agreement is held to be I,I
<br /> unenforceable by a court of competent jurisdiction, the remainder shall continue in full force and effect, to
<br /> the extent the remainder can be given effect without the invalid provision.
<br /> 5.12 Representatives Not Personally Liable. No official, agent, employee, independent
<br /> contractor or representative of the Municipality shall be personally liable to the Developer in the event of
<br /> any default or breach by any party under this Agreement, or for any amount which may become due to
<br /> any party, or on any obligations under the terms of this Agreement.
<br /> 5.13 Actions Contesting the Validity and Enforceability of the Redevelopment Plan. In the
<br /> event a third party brings an action against the Municipality or the Municipality's Governing Body,
<br /> officials, agents, employees and representatives contesting the validity or legality of the Redevelopment
<br /> Area, the Redevelopment Plan, this Agreement or the ordinances approving this Agreement, the
<br /> Developer may at the Developer's option, assume the defense of such claim or action (including, without
<br /> limitation, to settle or compromise any claim or action for which the Developer has assumed the defense)
<br /> with counsel mutually acceptable to the Municipality and the Developer. The parties expressly agree that
<br /> so long as no conflicts of interest exist between them, the same attorney or attorneys may simultaneously
<br /> represent the Municipality and the Developer in any such proceeding. All cost of any such defense,
<br /> whether incurred by the Municipality or the Developer, shall be deemed to be eligible Redevelopment
<br /> Project Costs and reunbursable from any amounts in the Special Allocation Fund.
<br /> 5.14 Release and Indemnification.
<br /> 5.14.1 Notwithstanding anything herein to the contrary, the Municipality, its Governing
<br /> Body, officials, agents, employees and independent contractors shall not be liable to the Developer for
<br /> damages of any kind or nature whatsoever or otherwise in the event that all or any part of the TIF Act, or
<br /> I any ordinance of the Municipality adopted in connection with either the TIF Act, this Agreement or the
<br />, Redevelo ment Plan, shall be declared invalid or unconstitutional in whole or in art t
<br /> P p by he final (as to
<br />' which all rights of appeal have expired or have been e�austed) judgment of any court of competent
<br /> jurisdiction, and by reason thereof either the Municipality is prevented from performing any of the
<br /> covenants and agreements herein or the Developer is prevented from enjoying the rights and privileges
<br /> hereof; provided that nothing in this paragraph shall limit actions by the Developer seeking specific
<br /> performance of relevant contraets.
<br /> 5.14.2 The Developer releases from and covenants and agrees that the Municipality and
<br /> its Governing Body, officials, agents, employees and independent contractors shall not be liable for, and
<br /> agrees to indemnify and hold harmless the Governing Body, officials, agents, employees and independent
<br /> contractors thereof against, any loss or damage to property or any injury to or death of any person
<br /> occurring at or about or resulting from any defect in the construction of the Development Project, except
<br /> as such may be caused by the intentional conduct, gross negligence, negligence or other acts or omissions
<br /> of the Municipality, its Governing Body, officials, agents, employees or independent contractors that are
<br /> contrary to the provisions of this Agreement.
<br /> 5.14.3 The Municipality and its Governing Body, officials, agents, employees and
<br /> independent contractors shall not be liable for any damage or injury to the persons or property of the
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