EARL SCHEIB REALTY CORP -2010 - Laserfiche WebLink

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11. Indemnity. City agrees to indemnify, defend and hold the Owner harmless from and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorneys' fees), arising out of or caused by or alleged to arise out of or be caused by (a) City's or its agents' or contractors' actions or omissions during the term of this Agreement, (b) any construction work City performs on the Premises, or (c) any completed construction that remains on the Premises. 12. Modification and Amendment. This Agreement may not be modified or amended except in writing signed by the Owner and City. 13, Partial Invalidity. Any provision of this Agreement that is unenforceable or invalid or the conclusion of which would adversely affect the validity, legality, or enforcement of this Agreement shall have no effect, but all the remaining provisions of this Agreement shall remain in full force. 14. Captions. Captions and headings in this Agreement, including the title of this Agreement, are for convenience only and are not to be considered in construing this Agreement. 15. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 16. No Reliance By One Party On The Other. Each party has received independent legal advice from its attorneys with respect to the advisability of executing this Agreement and the meaning of the provisions hereof. The provisions of this Agreement shall be construed as to their fair meaning, and not for or against any party based upon any attribution to such party as the source of the language in question. 17. No Third Party Beneficlary. This Agreement is intended to benefit only the Parties hereto and no other person or entity has or shall acquire any rights hereunder. 18. Duty To Cooperate Further. Each party hereby agrees that it shall, upon request of the other, execute and deliver such further documents (in form and substance reasonably acceptable to the party to be charged) and do such other acts and things as are reasonably necessary and appropriate to effectuate the terms and conditions of this Agreement, without cost. 19. Construction Contract and Curative Work. It is understood and agreed by and between the parties hereto that the compensation paid to Owner through this Agreement includes the value of the cost to remove, relocate, reconstruct and/or refurbish the following improvements located on the Property: i. Asphalt paving ii. Marked parking space 20. Incorporation of Exhibits. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 111 U!1 111