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DocuSign Envelope ID: 3C2D3BBB-9622-434A-9243-AF02B243E3A3 <br />liabilities and contractual obligations, including Lessee's accounts payable and taxes, and any <br />amounts owed to Lessor pursuant to the terms of the Lease. <br />K/lirrplkin,nni i-, <br />A. Governing Law. This Agreement shall be construed, interpreted and <br />applied in accordance with the laws of the State of California. <br />B. Execution in Counterparts. This Agreement, including emailed PDFs and <br />facsimile copies of this Agreement, may be executed in several counterparts, each of which shall <br />be deemed an original, but all of which shall constitute one and the same instrument. <br />C. Attorneys' Fees. In the event of a dispute in connection with this <br />Agreement, the prevailing Party shall be entitled to reasonable attorneys' fees and all other <br />expenses reasonably incurred in connection with such dispute, whether or not litigation is <br />commenced, in addition to all other relief to which the Party is entitled. <br />D. Termination of Memorandum of Lease. If a memorandum of the Lease has <br />been recorded, each Party shall deliver to the other Party an original counterpart of a <br />Termination of Memorandum of Lease executed by such Party (and duly notarized). Each Party <br />is authorized to cause a fully executed original of the Termination of Memorandum of Lease to <br />be recorded in the official records of Alameda County. <br />E. Other Documents. Lessor and Lessee agree that they will promptly, at any <br />time and from time to time after the Termination Date, execute, acknowledge and deliver such <br />further documents as may be reasonably requested by the other Party in order to fully effectuate <br />the purposes and intents of this Agreement. <br />F. Interpretation. The Parties acknowledge and agree that they have had the <br />opportunity to have this Agreement reviewed by their own independent counsel, and therefore <br />agree that this Agreement shall be deemed to have been jointly drafted and shall not be <br />construed in favor or against either Party. <br />[Signatures on Following Page] <br />Exhibit C — Form of Lease Termination Agreement June 1, 2020 <br />City of San Leandro and American Golf Corporation Page 3 of 4 <br />