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11. Indemnity. City agrees to indemnify, defend and hold the Owner harmless from and <br /> <br /> against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, <br /> punitive damage, or expense (including, without limitation, attorneys' fees), arising out of or <br /> <br /> caused by or alleged to arise out of or be caused by (a} City's or its agents' or contractors' actions or <br /> omissions during the term of this Agreemen#, (b) any construction work City performs on the Premises, <br /> or (c} any completed construction that remains on the Premises. <br /> 12, Modification and Amendment. This Agreement may not be modified or amended except in <br /> writing signed by the Owner and City. <br /> 13. Partial Invalidity. Any provision of this Agreement that is unenforceable or invalid or the <br /> conclusion of which would adversely affect the validity, legality, or enforcement of this Agreement <br /> shall have no effect, but all the remaining provisions of this Agreement shall remain in full force. <br /> 14. Captions. Captions and headings in this Agreement, including the title of this Agreement, are <br /> for convenience only and are not to be considered in construing this Agreement. <br /> 15. Governing law, This Agreement shall be governed by and construed In accordance with the <br /> laws of the State of California. <br /> 16. No Reliance By One Partv On The Other. Each party has received independent legal advice <br /> from its attorneys with respect to the advisability of executing this Agreement and the meaning of the <br /> provisions hereof. The provisions of this Agreement shall be construed as to their fair meaning, and not <br /> for or against any party based upon any attribution to such party as the source of the language in <br /> question. <br /> 17. No Third Party Beneflclarv. This Agreement is intended to benefit only the Parties hereto and <br /> no other person or entity has or shall acquire any rights hereunder. <br /> 18. Duty To Cooperate Further. Each party hereby agrees that it shall, upon request of the other, <br /> execute and deliver such further documents (in form and substance reasonably acceptable to the party <br /> to be charged) and do such other acts and things as are reasonably necessary and appropriate to <br /> effectuate the terms and conditions of this Agreement, without cost. <br /> 19. Construction Contract and Curative Work. It is understood and agreed by and between the <br /> parties hereto that the compensation paid to Owner through this Agreement includes the value of the <br /> cost to remove, relocate, reconstruct andlor refurbish the following improvements located on the <br /> Property: <br /> i. Asphalt paving <br /> ii. Marked parking space <br /> 20. Incorporation_of Exhibits. All Exhibits referenced herein and attached hereto shall be <br /> incorporated as if fu11y set forth in the body of this Agreement. <br /> 111 <br /> 25G-5 <br /> <br />