Reso 2020-067 Asset transfer with East Bay Dischargers

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1. INCORPORATION OF RECITALS AND EXHIBITS. The Recitals set forth above and the Exhibits attached to this Agreement are each incorporated into the body of this Agreement as if set forth in full. 2. TRANSFER OF ASSET. 2.1 Agreement to Transfer. Subject to the terms and conditions set forth herein, the Authority agrees to transfer the Assets to the City, and the City hereby agrees to accept the Assets from the Authority and to assume all costs associated with the Assets. 2.2 Consideration. In consideration for the transfer of the Assets, the City hereby agrees to accept all operation and maintenance requirements of the Assets and the Authority agrees to reduce the operation and maintenance payment requirements of the City, in accordance with the Amended JPA. 3. BROKERS. City represents that no real estate broker has been retained by City in the procurement of the Assets or negotiation of this Agreement. City shall indemnify, hold harmless and defend Authority from any and all claims, actions and liability for any breach of the preceding sentence, and any commission, finder's fee, or similar charges arising out of City's conduct. 4. ASSIGNMENT. Absent an express signed written agreement between the Parties to the contrary, neither the Authority nor the City may assign its rights or delegate its duties under this Agreement without the express written consent of the other, which consent may be withheld for any reason. No permitted assignment of any of the rights or obligations under this Agreement shall result in a novation or in any other way release the assignor from its obligations under this Agreement. 5. MISCELLANEOUS. 5.1 Successors. Except as provided to the contrary in this Agreement, this Agreement shall be binding on and inure to the benefit of the Parties and their successors and assigns. 5.2 Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of California. 5.3 Integrated Agreement; Modifications. This Agreement contains all the agreements of the Parties concerning the subject hereof any cannot be amended or modified except by a written instrument executed and delivered by the parties. There are no representations, agreements, arrangements or understandings, either oral or written, between or among the parties hereto relating to the subject matter of this Agreement that are not fully expressed herein. In addition there are no representations, agreements, arrangements or understandings, either oral or written, between or among the Parties upon which any party is relying upon in entering this Agreement that are not fully expressed herein. 2 3522301.1