SR 05:219 - Laserfiche WebLink

Developer or any employees, agents, contractors or subcontractors of the Developer, other thlm any indemnitee, occurring during the Term into, on, under or from the Property, except for Hazardous Materials that existed in , on, or under the Property prior to the execution of this Agreement; (3) any activity carried on or undertaken on or off the Property during the Term by Developer or any employees, agents, contractors or subcontractors of Developer, in connection with the handling, treatment, removal, storage, decontamination, cleanup, transport or disposal of any Hazardous Materials at any time located or present on or under the Property. The provisions ofthis subsection shall suryive expiration of the Term and the reconveyance of the Deed of Trust. Notwithstanding the foregoing, Developer's duty to indemnifY City under the provisions of this Section shall not include any claims arising from any acts, omissions or events occurring subsequent or prior to a Transfer (as defined in Section 1.1 (x) of the Loan Agreement). This indemnity obligation shall not extend to any claim arising from City's negligence or willful misconduct. 5.4 Attorneys' Fees and Costs. 'If any lawsuit is commenced to enforce any of the terms of this Agreement, the prevailing Party will have the right to recover its reasonable attorneys' fees and costs of suit from the other Party. 5.5 Recording and Filing. City and Developer shall cause this Agreement, and all amendments and supplements to it, to be recorded in the Official Records of the County of Alameda. 5.6 California. Governing Law. This Agreement shall be governed by the laws of the State of 5.7 Waiver of ReCluirements. Any of the requirements of this Agreement may be expressly waived by City in writing, but no waiver by City of any requirement of this Agreement shall, or shall be deemed to, extend to or affect any other provision of this Agreement. 5.8 Amendments. This Agreement may be amended only by a written instrument executed by all the parties hereto or their successors in title, and duly recorded in the real property records ofthe County of Alameda. 5.9 Notices. Formal notices, demands, and communications between the Parties shall be sufficiently given if and shall not be deemed given unless dispatched by certified mail, postage prepaid, return receipt requested, or delivered by express delivery service, return receipt requested, or delivered personally with a delivery receipt, to the principal office of the Parties as follows: City: (Ifby mail) City of Pleasanton P,O. Box 520 Pleasanton, CA 94566 Attn: City Manager (If by delivery seryice) City of Pleasanton Pleasanton, CA 94566 Attn: City Manager ]44\105\159081.11 with ] 5908L10 Redline 275355 10