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2. Owner's Duties <br />Owner agrees to develop a Replacement Structure on the lot immediately east and <br />adjacent to the Property. This lot is identified as APN 101-272-04. Construction of <br />the Replacement Structure is expected to be completed on or about, December 31, <br />2008. <br />3. Release and Indemni <br />Tenant and Landlord, unconditionally agree to release, indemnify, defend and hold harmless <br />City, its officers, directors, Agencies, employees, and authorized agents (collectively <br />"Agents"), from any and all claims, liabilities, costs, damages or causes of action which <br />Tenant and/or Landlord now have or in the future may have against City arising from the <br />acquisition of the Property for the Project, including, but not limited to, any and all <br />relocation assistance and other relocation and/or displacement benefits, and including <br />compensation for any and all loss of business goodwill (if any), leasehold interests, personal <br />property, improvements pertaining to realty, bonus value (if any), severance damages (if <br />any), and any and all other damages to which Tenant and/or Landlord may be entitled to as <br />a result of City's acquisition of the Acquired Property for the Project. <br />4. Attorney's Fees <br />In the event of litigation relating to this ASA, the prevailing party shall be entitled <br />to reasonable attorneys' fees and costs. <br />5. Entire Agreement <br />This ASA contains the entire Agreement of the Parties hereto pertaining to the subject matter <br />discussed herein, and supersedes any prior written or oral agreements between the Parties <br />concerning the subject matter contained herein. This ASA may be modified only by a <br />writing executed by the Parties hereto. <br />6. PartialInvalidity <br />In the event that any term, covenant, condition or provision of this ASA shall be held by a <br />court of competent jurisdiction to be invalid or against public policy, the remaining <br />provisions shall continue in full force and effect. <br />7. Waiver <br />The provisions of this ASA may be waived, altered, amended or repealed, in whole or in <br />part, only upon the written consent of all Parties to this ASA. The waiver by one party of <br />the duty of performance by the other Party of any provision in this ASA shall not invalidate <br />this ASA, nor shall it be considered a waiver of any rights or remedies available to the <br />non-breaching Party of this ASA. <br />Acquisition Settlement Agreement <br />Page 4 of 8 <br />Tenant's Initials Landlord's Initials <br />