IRBY RANCH LLC SUNFLOWER HILL EXCLUSIVE NEGOTIATING RIGHTS

• If to the Sunflower Hill, at: P.O. Box 11436 Pleasanton, CA 94588 Attention: Susan Houghton, President, Board of Directors Email: susan @sunflowerhill.org 12. Indemnification. Sunflower Hills hereby covenants, on behalf of itself and its permitted successors and assigns, to indemnify, hold harmless and defend the City and its respective elected and appointed officials, officers, agents, representatives and employees (all of the foregoing, "Indemnitees")from and against all liability, loss, cost, claim, demand, action, suit, legal or administrative proceeding, penalty, deficiency,fine, damage and expense (including, without limitation, reasonable attorney's fees and costs of litigation) (all of the foregoing, collectively hereinafter "Claims")arising out of or in connection with this Agreement;provided however, Sunflower Hills shall have no indemnification obligation with respect to the gross negligence or willful misconduct of any Indemnitee. Sunflower Hills' indemnification obligations set forth in this Section 11 shall survive the expiration or earlier termination of this Agreement. 13. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby unless the deletion of such provision or provisions would result in such a material change so as to cause completion of the transactions contemplated herein to be unreasonable. 14. Entire Agreement; Amendments In Writing; Counterparts. This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, oral and written, between the Parties with respect to such subject matter. This Agreement may be amended only by a written instrument executed by the Parties or their successors in interest. This Agreement may be executed in multiple counterparts,each of which shall be an original and all of which together shall constitute one agreement. 15. Successors and Assigns: No Third-Party Beneficiaries. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns; provided however, that neither Party shall transfer or assign any of such Party's rights hereunder by operation of law or otherwise without the prior written consent of the other Party, which may be withheld in such Party's sole discretion, and any such transfer or assignment without such consent shall be void. Notwithstanding the foregoing, if the City approves the Project,this Agreement is freely assignable to an entity created by or at the behest of Sunflower Hill to accommodate the anticipated financing of the Project. Subject to the immediately preceding sentence, this Agreement is not intended to benefit, and shall not run 6