3A Public Hearing 2010 0503 - Laserfiche WebLink

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April 15, 2010 - Final performance which is not within the reasonable control of the party to be excused. Litigation attacking the validity of this Agreement or any of the Project Approvals or Subsequent Approvals, or any permit, ordinance, entitlement or other action of a governmental agency other than City necessary for the development of the Project pursuant to this Agreement, or Developer's inability to obtain power or public facilities (such as water or sewer service) necessary for the Project due to actions of third parties, shall be deemed to create an excusable delay as to Developer and City. The party claiming such extension shall send written notice of the claimed extension to the other party within thirty (30) days from the date the party became aware or could have become aware with the exercise of reasonable diligence of the cause entitling the party to the extension. The term of any such extension shall be equal to the period of the excusable delay, or longer, as may be mutually agreed upon. Section 10.07. California Law and Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of California. Any suit, action or proceeding arising out of this Agreement shall be brought in Alameda County Court for State claims and Federal District Court (Northern District) for solely federal law claims. Section 10.08. Resolution of Disputes. With regard to any dispute involving development of the Project, the resolution of which is not provided for by this Agreement or Applicable Law, Developer shall, at City's request, meet with City. The parties to any such meetings shall attempt in good faith to resolve any such disputes. Nothing in this Section EM shall in any way be interpreted as requiring that Developer and City and/or City's designee reach agreement with regard to those matters being addressed, nor shall the outcome of these meetings be binding in any way on City or Developer unless expressly agreed to by the parties to such meetings. Section 10.09. Hold Harmless. Developer shall indemnify, defend (subject to the provisions of Article 9) and hold harmless City, Redevelopment Agency, any City agencies and their respective elected and appointed councils, boards, commissions, officers, agents, employees, volunteers and representatives (collectively herein, "City") from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including but not limited to personal injury, death at any time and property damage) and from any and all claims, demands and actions in law or equity (including attorneys' fees and litigation expenses) by any person or entity, directly or indirectly arising or alleged to have arisen out of or in any way related to (1) this Agreement, the Project Approvals or Subsequent Approvals; (2) any development or use of the Project Site under this Agreement, the Project Approvals or Subsequent Approvals; and (3) any actions or inactions by the Developer or its contractors, subcontractors, agents, or employees in connection with the construction or improvement of the Project Site and the Project, including off-site public improvements, except as solely arising out of the gross negligence or willful misconduct of City, its contractors, subcontractors, agents 1410321.1 30