Agmt 2005 Olson Urban Housing LLC

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18. Indemnification. Developer hereby covenants, on behalf of itself and its permitted successors and assigns, to indemnify, hold harmless and defend the Agency and the City of San Leandro and their respective elected and appointed officials, officers, agents, representatives and employees ("Indemnitees") from and against all claims, costs (including without limitation reasonable attorneys' fees and litigation costs) and liability, arising out of Developer's actions in connection with this Agreement; provided however, Developer shall have no indemnification obligation with respect to the gross negligence or willful misconduct of any Indemnitee. 19. Severability. If any term or provision of this Agreement or the application thereof shall, to any extent, be held to be invalid or unenforceable, such term or provision shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining terms and provisions of this Agreement or the application of such terms and provisions to circumstances other than those as to which it is held invalid or unenforceable unless an essential purpose of this Agreement would be defeated by loss of the invalid or unenforceable provision. 20. Effect of Agreement; Entire Agreement; Amendments In Writing; Counterparts. A. The Parties acknowledge that nothing in this Agreement shall be deemed a commitment by the Agency or the City to enter into a DDA with Developer on any particular terms or conditions, or to acquire or transfer Property in furtherance of the Project. B. The Parties acknowledge that the final form of the contemplated DDA may contain matters not covered in this Agreement, and the provisions herein are not intended to exclude or preclude any other issues that may arise during the negotiation period. C. This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, oral and written, between the Parties with respect to such subject matter. This Agreement may be amended only by a written instrument executed by the Parties or their successors in interest. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. 21. Successors and Assigns; No Third-Party Beneficiaries. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns; provided however, that neither Party shall transfer or assign any of such Party's rights hereunder by operation of law or otherwise without the prior written consent of the other Party, and any such transfer or assignment without such consent shall be void. Subject to the immediately preceding sentence, this Agreement is not intended to benefit, and shall not run to the benefit of or be enforceable by, any other person or entity other than the Parties and their permitted successors and assigns. 22. Brokers. Each Party warrants and represents to the other that no brokers have been retained or consulted in connection with this transaction other than as described in this Section or otherwise disclosed in writing to the other Party. Each Party agrees to defend, indemnify and hold harmless the other Party from any claims, expenses, costs or liabilities arising in connection with a breach of this warranty and representation. Developer shall be solely responsible for payment of all fees payable to any broker who provides assistance in connection with the acquisition of the Property or any portion thereof and the transactions contemplated hereby, and Olson ENRA Page 7 of 11 June 2005