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3 <br /> <br />loss, or obligations including all costs, demands, expenses, and attorney's fees, arising out of the <br />negligent acts, negligent omissions, or willful misconduct of City, its officials, employees, or <br />agents, related to City's performance of City's obligations under this Agreement and City’s use of <br />the Joint Use Facilities. <br /> <br />b. District shall defend, indemnify, and hold harmless City, and City’s officials, employees, <br />and agents, from and against any and all claims, actions, liability, damage, loss, or obligations <br />including all costs, demands, expenses, and attorney’s fees, arising out of the negligent acts, <br />negligent omissions, or willful misconduct of District, its governing Board, officers, employees, <br />or agents, related to District’s performance of District’s obligations under this Agreement and <br />District’s use of the Joint Use Facilities. <br /> <br />c. Neither City nor District shall be liable to the other for liability that arises out of the sole <br />negligence or willful misconduct of the other. <br /> <br />5. Assignment. Neither Party may assign its rights or delegate its duties pursuant to this <br />Agreement. <br /> <br />6. Previous Agreements. This Agreement supersedes and replaces all previous agreements by <br />and between City and District as pertains to the Park. <br /> <br />7. Modifications. The terms and conditions of this Agreement may be modified or changed only <br />by written mutual consent of the Parties. <br /> <br />8. Notices. Any notice that either party desires to or is required to give to the other Party or any <br />other person shall be in writing and either served personally or sent by prepaid first-class mail. <br />Such notices shall be addressed to the other Party at the address set forth below. Either Party may <br />change its address by notifying the other Party of the change of address. Notice shall be deemed <br />communicated within seventy-two (72) hours from the date of mailing if mailed as provided in <br />this paragraph. <br /> <br /> To CITY: To DISTRICT: <br /> Gerry Beaudin David Haglund <br /> City Manager, City of Pleasanton Superintendent, P.U.S.D. <br /> 123 Main Street 4665 Bernal Avenue <br /> Pleasanton, CA 94566 Pleasanton, CA 94566 <br /> <br />9. Governing Law and Venue. This Agreement is governed by the laws of the State of <br />California. Venue shall be in Alameda County, California. <br /> <br />10. Counterparts and Electronic Signature. This Agreement may be executed in counterparts, <br />each of which shall be deemed an original, but all of which, together, when signed by all of the <br />Parties hereto, shall constitute one and the same instrument. An electronic signature shall be as <br />valid as an original. <br /> <br />Page 60 of 228