Agmt 2005 Mercy Housing California (2)

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Parties, despite good faith efforts, fail to negotiate a mutually agreeable DDA within the Term of this Agreement as it may be extended. 14. Effect of Termination. Upon termination as provided herein, or upon the expiration of the Term and any extensions thereof without the Parties having successfully negotiated a DDA, this Agreement shall forthwith be void, and there shall be no further liability or obligation on the part of either of the Parties or their respective officers, employees, agents or other representatives; provided however, the provisions of Section 10 (Expenses), Section 11 (Confidentiality), Section 11 (Termination), Section 16 (Indemnification) and Section 20 (No Brokers) shall survive such termination. Provided further, that upon termination or expiration of this Agreement without the Parties having successfully negotiated a DDA, Developer shall deliver to Agency, within 15 days of termination or expiration, all of Developer's Predevelopment Work and reports prepared in connection therewith which have not previously provided to Agency together with all contracts pertaining to preparation of such studies. 15. Notices. Except as otherwise specified in this Agreement, all notices to be sent pursuant to this Agreement shall be made in writing, and sent to the Parties at their respective addresses specified below or to such other address as a Party may designate by written notice delivered to the other parties in accordance with this Section. All such notices shall be sent by: (i) personal delivery, in which case notice is effective upon delivery; (ii) certified or registered mail, return receipt requested, in which case notice shall be deemed delivered on receipt if delivery is confirmed by a return receipt; (iii) nationally recognized overnight courier, with charges prepaid or charged to' the sender's account, in which case notice is effective on delivery if delivery is confirmed by the delivery service; (iv) facsimile transmission, in which case notice shall be deemed delivered upon transmittal, provided that (a) a duplicate copy ofthe notice is promptly delivered by first- class or certified mail or by overnight delivery, or (b) a transmission report is generated reflecting the accurate transmission thereof. Any notice given by facsimile shall be considered to have been received on the next business day if it is received after 5 :00 p.m. recipient'stime or on a nonbusiness day. Agency: Redevelopment Agency of the City of San Leandro 835 E. 14th Street San Leandro, CA 94577 Attn: Tom Liao Developer: Mercy Housing California 1360 Mission Street, Suite 300 San Francisco, CA 94103 Attn: Sheela Jivan 16. Indemnification and Insurance. Developer hereby covenants, on behalf of itself and its permitted succe~sors and assigns, to indemnify, hold harmless and defend (with counsel 768633_6 6