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suffered by Developer as a result of a negligent act or omission of the Commission relating to the completion of the Project and/or the Local Public Improvements unless such claims arise by reason of the negligent act or omission of Developer. (b) Developer agrees to indemnify, defend and hold the Commission harmless from and against any third party claims suffered by the Commission as a result of a negligent act or omission of Developer relating to the completion of the Project and/or the Local Public Improvements unless such claims arise by reason of the negligent act or omission of the Commission. SECTION 10. MISCELLANEOUS. 10.1 Severability. If any term or provision of this Agreement, or the application of any term or provision of this Agreement to a particular situation, is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining terms and provisions of this Agreement, or the application of this Agreement to other situations, shall continue in full force and effect unless amended or modified by mutual consent of the parties. 10.2 Other Necessary Acts. Each Party shall execute and deliver to the other all such other further instruments and documents as may be reasonably necessary to accomplish the Project contemplated by this Agreement and to provide and secure to the other Parties the full and complete enjoyment of its rights and privileges hereunder. Notwithstanding the foregoing, the Parties understand and agree that certain actions contemplated by this Agreement may be required to be undertaken by persons, agencies or entities that are not a party to this Agreement, including, but not limited to certain permits, consents and/or approvals (to the extent they have not yet been obtained and completed), and that any action by such third parties shall require independent approval by the respective person, agency, entity or governing body thereof. 10.3 Waiver of Jury Trial. The parties acknowledge that disputes arising under this Agreement are likely to be complex and they desire to streamline and minimize the cost of resolving such disputes. In any legal proceeding, each party irrevocably waives the right to trial by jury in any action, counterclaim, dispute or proceeding based upon, or related to the subject matter of this Agreement. This waiver applies to all claims against all parties to such actions and proceedings. This waiver is knowingly, intentionally and voluntarily made by both parties. 10.4 Attorneys' Fees. In the event of any litigation, mediation or arbitration between the Parties regarding an alleged breach of this Agreement, none of the Parties shall be entitled to any award of attorney's fees. 10.5 Equal Employment Opportunity. Developer, for itself and its successors and assigns, agrees that during the construction of the Project: (a) Developer will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. Developer agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause; and {20142670.DOCX}