Agmt Commercial Revitalization 1495 E.14th Street 12012021

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7. Counterparts. This Agreement may be executed in counterparts, each of which, after City and Landowner have signed this Agreement, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 8. Further Assurances. City and Landowner each agree, without further consideration, to execute such other and further documents, and to perform such other and further acts, as may be necessary or proper in order to consummate the transaction set forth in and contemplated by this Agreement. 9. Severability. In the event any section or portion of this Agreement shall be held, found, or determined to be unenforceable or invalid for any reason whatsoever, the remaining provisions shall remain in effect, and City and Landowner shall take further actions as may be reasonably necessary and available to them to effectuate the intent of City and Landowner as to all provisions set forth in this Agreement. 10. Institution of Legal Actions. Legal actions must be instituted and maintained in the Superior Court of the County of Alameda, State of California, or in any other appropriate court in that county. 11. Attorney's Fees. If either party to this Agreement is required to initiate or defend litigation against the other party in any way connected with this Agreement, the prevailing party in such litigation in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to its actual and reasonable attorney's fees. 12. Applicable Law. The laws of the State of California shall govern the interpretation and enforcement of this Agreement. 13. Indemnity. Landowner shall indemnify, protect, defend and hold harmless City and its elected officials, officers, employees, representatives, members, and agents from and against any and all challenges to this Agreement, and any and all losses, liabilities, damages, claims or costs (including attorneys' fees) arising from the development and rehabilitation of the Commercial Property, and the operation of the businesses on the Commercial Property, and Landowner's negligent acts, errors, or omissions with respect to its obligations under this Agreement, excluding any such losses arising from the negligence or willful misconduct of City. This indemnity obligation shall survive the termination of this Agreement.