Agmt14 Greystar GPII LLC Property Disposition Agreement

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this Agreement. Such legal actions must be instituted in the Superior Court of the County of San Mateo, State of California. Notwithstanding the foregoing, in no event shall either party be liable for the consequential damages or lost profit of the other party, 402.2 Applicable Law; Interpretation The laws of the State of California shall govern the interpretation and enforcement of this Agreement. This Agreement has been negotiated at arm's length and between persons sophisticated and knowledgeable in the matters dealt with herein. In addition, each party has been represented by experienced and knowledgeable legal counsel. Accordingly, any rule of law (including California Civil Code Section 1654) or legal decision that would require interpretation of any ambiguities in this Agreement against the party that has drafted it is not applicable and is waived. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the purposes of the parties and this Agreement. 402.3 Acceptance of Service of Process In the event that any legal action is commenced by the Developer against the City, service of process on the City shall be made by personal service upon the City Manager of the City or in such other manner as may be provided by law. In the event that any legal action is commenced by the City against the Developer, service of process on the Developer shall be made by personal service upon the Developer or in such other manner as may be provided by law and shall be valid whether made within or without the State of California, 403. Rights and Remedies are Cumulative Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by any party of one or more of such rights or remedies shall not preclude the exercise by it, at the same time or different times, of any other rights or remedies for the same default or any other default by the other party. 404. Indemnification The Developer shall indemnify and defend, at its expense, including attorneys' fees, indemnify and hold harmless the City, its officers, agents and employees, from any claim, action or proceeding brought by any third party, including, but not limited to SamTrans, against City, its officers, agents and employees, to attack, set aside, void, annul or otherwise challenge the approval or implementation of this Agreement or the Project Approvals. City shall promptly notify Developer of any such claim, action or proceeding, and City shall cooperate in the defense. City may, in its discretion, participate in the defense of any such claim, action or proceeding. In addition to the provisions in the preceding paragraph, Develop shall indemnify, defend the City, its officers, agents and employees against any wrongful intentional act or ATTY/AGR/2814 197/RDW GREYSTAR PDA REV:10.01--14 PT&VR S24$3(10017.0102745 13 16