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<br /> damage and expense (including, without limitation, reasonable attorneys' fees and costs of
<br /> litigation) (all of the foregoing collectively "Claims") resulting from or arising in connection
<br /> with this Agreement, the development of the Property by Property Owners, the Disputes and/or
<br /> the Waiver and Release except and to the extent caused solely by the gross negligence or willful
<br /> misconduct of any of the Indemnitees.
<br /> 6.2 Legal Challenges.
<br /> In the event of any legal action instituted by a third party or any governmental entity or official
<br /> arising out of the approval, execution, or implementation of this Agreement (exclusive of any
<br /> such actions brought by Property Owners), Property Owners agrees to and shall cooperate fully
<br /> and join in the defense by City of such action,provided,however, that City and Property Owners
<br /> shall each bear their own respective costs, if any, arising from such defense.
<br /> 6.3 Survival.
<br /> The provisions of this Article 6 shall survive the expiration or earlier termination of this
<br /> Agreement.
<br /> ARTICLE 7
<br /> DEFAULT; TERMINATION
<br /> 7.1 Default.
<br /> 7.1.1 Remedies In General. As part of the bargained for consideration for this
<br /> Agreement, the Parties agree that any action or proceeding to cure, correct or remedy any default
<br /> or to enforce any covenant or promise under this Agreement shall be limited solely and
<br /> exclusively to those remedies expressly provided. The Parties agree that, following notice and
<br /> expiration of any applicable cure periods, either Party may institute legal or equitable
<br /> proceedings to cure, correct, or remedy any default, or to enfarce any covenant or promise
<br /> herein, enjoin any threatened or attempted violation, or enforce by specific perfortnance,
<br /> declaratory relief or writ of mandate the obligations and rights of the Parties. In no event shall
<br /> either Party, or any of their officers, agents, representatives, officials, employees or insurers, be
<br /> liable to the other Party for damages, whether actual, consequential, punitive or special, for any
<br /> breach or violation of this Agreement. Any legal action to interpret or enforce the provisions of
<br /> this Agreement shall be brought in the Superior Court for San Mateo County, California.
<br /> 7.1.2 Default: Cure Period. Subject to extensions of time by mutual consent in
<br /> writing of the Parties, breach of, failure, or delay by either Party to perform any term or
<br /> condition of this Agreement shall constitute an event of default. In the event of any alleged
<br /> default of any term, condition, or obligation of this Agreement, the Party alleging such default
<br /> shall give the defaulting Party notice in writing specifying the nature of the alleged default and
<br /> the manner in which such default may be satisfactorily cured ("Notice of Breach"). The
<br /> defaulting Party shall cure the default within 60 days following receipt of the Notice of Breach,
<br /> provided, however, if the nature of the alleged default is non-monetary and such that it cannot
<br /> reasonably be cured within such 60-day period, then the commencement of the cure within such
<br /> time period, and the diligent prosecution to completion of the cure thereafter, shall be deemed to
<br /> be a cure, provided that if the cure is not diligently prosecuted to completion, then no additional
<br /> ATTY/AGR/2014.125/ROW IMPROVEMENT AGREEMENT—ALAMEDA DE LAS PULGAS
<br /> REV:08-08-14 VR
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