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7. Indemnification by County. County shall defend, indemnify, protect and hold City
<br />harmless from any and all costs, claims, damages, losses, liabilities and demands arising from or
<br />related to County, or County's agents', employees', contractors' or consultants', entry upon the
<br />Property or other exercise of County's rights under this Agreement, on or after the date of this
<br />Agreement, including (i) damage to the Property or any adjacent properties, buildings or
<br />improvements; (ii) injury to or death or any person, and/or (iii) the further release of any hazardous
<br />materials, including lead based paint or asbestos, presently existing on or about the Property as a
<br />result of testing for the same to the extent such release was reasonably foreseeable by County and
<br />could have been reasonably avoided (collectively, "County's Indemnity Obligations").
<br />However, notwithstanding anything to the contrary contained herein, County shall have no liability
<br />under this Agreement with respect to the discovery or remediation of Hazardous Materials on the
<br />Property as a result of the Studies. The County shall have no obligation to defend, indemnify, and
<br />hold City harmless for claims, damages, losses, liabilities, and demands that are the result of the
<br />City's negligence.
<br />8. Mechanic's Liens. County shall have no right, power or authority to bind City or
<br />any interest of City in the Property under any statute relating to mechanic's liens by a contract for
<br />the furnishing of any work, labor, or material on or to the Property. In the event that any notice of
<br />mechanic's liens is filed or given, County shall, without delay, cause the same to be released or
<br />discharged.
<br />9. Miscellaneous.
<br />(a) Entire Aereement. This Agreement contains the entire agreement between
<br />the parties respecting the subject matter of this Agreement and supersedes all prior and
<br />contemporaneous understandings and agreements, whether oral or written, between the parties
<br />respecting the subject matter of this Agreement.
<br />(b) Choice of Law. This Agreement shall be governed by the laws of the State
<br />of California
<br />(c) Severabilitv. If any term, covenant, condition or provision of this
<br />Agreement, or the application thereof to any person or circumstance, shall to any extent be held
<br />by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the
<br />terms, application thereof to any person or circumstance, shall remain in full force and effect and
<br />shall in no way be affected, impaired, or invalidated thereby.
<br />(d) Waiver of Covenants and Conditions. The waiver by one party of the
<br />performance of any covenant or condition under this Agreement shall not invalidate this
<br />Agreement nor shall it be considered a waiver by it of any other covenant or condition under this
<br />Agreement.
<br />(e) Amendment. This Agreement may be amended at any time by the written
<br />agreement of City and County. All amendments, changes, revisions and discharges of this
<br />Agreement in whole or in part, and from time to time, shall be binding upon the parties despite
<br />any lack of legal consideration, so long as the same shall be in writing and executed by the parties
<br />hereto.
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<br />ATTY/AGR/2017.198/RIGHT OF ENTRY —1402 MAPLE
<br />REV: 08-23-17 VR
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