)17. Defense <strong>of</strong>Agreement. The <strong>City</strong> shall take all actions which are necessary oradvisable to uphold the validity and enforceability <strong>of</strong>this Agreement. Ifthis Agreement isadjudicated or determined to be invalid or unenforceable, the <strong>City</strong> agrees, subject to all legalrequirements, to consider, and act in good faith with respect to, modifications to this Agreementto render it valid and enforceable to the extent permitted by applicable law.18. Attorney Fees. In the event either party requires the services <strong>of</strong> an attorney forenforcement <strong>of</strong>this Agreement, or in the event <strong>of</strong>any suit or other proceedings brought forenforcement <strong>of</strong>the terms <strong>of</strong>this Agreement, or because <strong>of</strong>the breach <strong>of</strong>this Agreement, theprevailing party shall be entitled to an award <strong>of</strong> costs and reasonable attorney's fees against theother party, including fees pertaining to foreclosure.19. Notices. All notices to be given to either party shall be given, in writing,personally, by overnight delivery service (such as FedEx) or by depositing the same in theUnited States Mail, postage prepaid, and addressed to the party at the address noted above, or atsuch other address as may be in writing designated by one other party to the other. All noticesare effective upon delivery. In addition, a copy <strong>of</strong>all notices to be given to <strong>Milltown</strong> <strong>Park</strong> LLChereunder shall also be given to The Prudential Insurance Company <strong>of</strong>America, c/o PrudentialReal Estate Investors, 8 Campus Drive, Fourth Floor, Arbor Circle South, Parsippany, NewJersey 07054-4493, Attention: PRISA II Asset Manager - <strong>Milltown</strong> <strong>Park</strong>. All notices must bedelivered on a business day.20. Waiver. The waiver by the <strong>City</strong> or the Developer <strong>of</strong> any breach <strong>of</strong> any term,covenant or condition <strong>of</strong>this Agreement shall not be deemed to be a waiver <strong>of</strong>such term,covenant or condition with regard to any subsequent breach <strong>of</strong>the same or any other term,covenant or condition.21. Binding Effect. This Agreement shall be binding upon and shall inure to thebenefit <strong>of</strong> the heirs, executors, administrators, successors and assigns <strong>of</strong>the parties hereto.22. Waiver <strong>of</strong>Right to Contest. This Agreement is made and entered into freely,knowingly and voluntarily by the parties hereto in their appropriate and lawful capacities.23. Severability. It is hereby declared to be the legislative intent that the provisionsand parts there<strong>of</strong> <strong>of</strong>this Agreement shall be severable. Should any section, subsection,paragraph, clause or phrase <strong>of</strong>this Agreement, or any particular application there<strong>of</strong>, be declaredinvalid or unconstitutional for any reason by a court <strong>of</strong>competent jurisdiction, such decisionshall not affect the remaining portions <strong>of</strong> said section, subsection, paragraph, clause, or phrase <strong>of</strong>this Agreement.24. Governing Law. The validity, meaning and effect <strong>of</strong>this Agreement shall bedetermined in accordance with the laws <strong>of</strong> the State <strong>of</strong> Idaho applicable to contracts made andperformed in that state. Venue shall be in the First Judicial District Court in and for BonnerCounty, Idaho.Page 6 <strong>of</strong> 8
25. Captions. The captions to the paragraphs <strong>of</strong>this Agreement are for convenienceonly, and shall not be deemed to enlarge, diminish, explain or in any manner affect the meaning<strong>of</strong>those paragraphs.26. Recordation. The parties hereto hereby direct the <strong>City</strong> Clerk to record a copy <strong>of</strong>this Agreement against the Property with the County Recorder <strong>of</strong> Bonner County within ten (10)days after the Effective Date. This recordation is in addition to the recordation <strong>of</strong>otherdocuments expressly contemplated herein.IN WITNESS WHEREOF, the parties hereto have caused this Development Agreement to beexecuted and delivered by their duly authorized representatives as <strong>of</strong>the Effective Date.<strong>CITY</strong> OF SANDPOINT~\-Gretchen Hellar, MayorAttest:Approved as tolorm:Ii'//U ~i i (_William Herrington, <strong>City</strong> Attorney~~/~l-;:::=..,~UMILLTOWN PARK LLC,a Delaware limited liability companyBy:BROWNFIELD DEVELOPMENT I LLC,Its Sole MemberBy:RENOVA PARTNERS LLC,a Delaware limited liability company,Its Member /}.IJBy: I~ ~{ f!ttk..Name:Title:Norman Pedersen IIIManaging PrincipalPage 7 <strong>of</strong> 8
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