Agmt 2005 Mercy Housing California (2)

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acceptable to Agency) the Agency and the City of San Leandro and their respective elected and appointed officials, officers, agents, representatives and employees (collectively "Indemnitees") from and against all demands, losses, liabilities, costs, claims, liens, causes of action, judgments, expenses (including court costs and attorneys' fees) and damages (collectively "Claims"), arising out of or in connection with Developer's activities undertaken pursuant to this Agreement, except to the extent that any such Claim arises from the gross negligence or willful misconduct of Indemnitees. Developer's obligations under this Section shall survive the expiration or earlier termination of this Agreement. Throughout the term of this Agreement, Developer shall maintain all insurance policies required pursuant to the Access and Indemnity Agreement (identified in Section 18 below), and Developer shall ensure that the Indemnitees are named as additional insureds under all such liability policies. 17. 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 ofthis Agreement would be defeated by loss of the invalid or unenforceable provision. 18. Entire Agreement; Amendments In Writing; Counterparts. This Agreement, together with the Letter Agreement, the Property Management Agreement, and the Access and Indemnity Agreement dated as of July 6,2005 and executed by the Parties, 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. 19. Successors and Assigns; No Third-PartvBeneficiaries. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns; provided however, that Developer shall not transfer or assign any of its rights hereunder by operation of law or otherwise without the prior written consent of the Agency, 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. 20. 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 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 768633_6 7