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<br />7 <br /> <br />harmless from and against any and all losses, damages, liabilities, claims, demands, <br />judgments, actions, court costs, and legal or other expenses (including reasonable <br />attorneys' fees) arising from: (i) Owner's performance or failure to perform any obligation <br />required by this Agreement; or (ii) any act or omission by Owner, or any of Owner's <br />contractors, subcontractors, agents, employees, licensees or suppliers related to the <br />Restricted Unit, except to the extent arising from the gross negligence or willful misconduct <br />of such Indemnified Party. The provisions of this Section shall survive the expiration or <br />earlier termination of this Agreement. <br /> <br />11. Miscellaneous. <br /> <br />11.1 Amendments. This Agreement may be amended or modified only by a <br />written instrument signed by both Parties. <br /> <br />11.2 No Waiver. Any waiver by City of any term or provision of this Agreement <br />must be in writing. No waiver shall be implied from any delay or failure by City to take <br />action on any breach or default hereunder or to pursue any remedy allowed under this <br />Agreement or applicable law. No failure or delay by City at any time to require strict <br />performance by Owner of any provision of this Agreement or to exercise any election <br />contained herein or any right, power or remedy hereunder shall be construed as a waiver of <br />any other provision or any succeeding breach of the same or any other provision hereof or a <br />relinquishment for the future of such election. <br /> <br />11.3 Notices. Except as otherwise specified herein, all notices to be sent <br />pursuant to this Agreement shall be made in writing, and sent to the Parties at their <br />respective addresses specified below or to such other address as a Party may designate by <br />written notice delivered to the other parties in accordance with this Section. All such <br />notices shall be sent by: <br /> <br />(a) personal delivery, in which case notice is effective upon delivery; <br /> <br />(b) certified or registered mail, return receipt requested, in which case <br />notice shall be deemed delivered upon receipt if delivery is confirmed by a return receipt; <br /> <br />(c) nationally recognized overnight courier, with charges prepaid or <br />charged to the sender's account, in which case notice is effective on delivery if delivery is <br />confirmed by the delivery service; <br /> <br />(d) email transmission, in which case notice shall be deemed delivered <br />upon transmittal, provided that (a) a duplicate copy of the notice is promptly delivered by <br />first-class or certified mail or by overnight delivery, or (b) a transmission report is generated <br />reflecting the accurate transmission thereof. Any notice given by emailshall be considered <br />to have been received on the next business day if it is received after 5:00 p.m. recipient's <br />time or on a nonbusiness day. <br /> <br />City: <br /> <br />City of Pleasanton <br />Housing Division <br />Owner: <br /> <br />Buyers Address <br />Pleasanton, CA 94568 <br />Page 204 of 344