Agmt17 Safeway, Inc license and access

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14. In the event of any action or proceeding brought by any Party against the other under this Agreement, the substantially prevailing Parry as determined by a court of competent jurisdiction shall be entitled to recover its reasonable attorneys' fees and expenses (including expert fees) as determined by a court of competent jurisdiction. 15. Safeway may assign or transfer its rights and obligations under this Agreement to any party without permission of the City; however, the assigning party agrees to provide the City with notice of said assignment or transfer. This Agreement shall run with the land and be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns. 16. Nothing contained in this Agreement shall be construed in any manner to be a waiver by Safeway of any claim under equity or law they may have against the City, including, without limitation, those relating to the condition of the Property under equity or law. 17. This Agreement may be executed in counterparts, all of which together shall constitute one and the same agreement. Signatures emailed in a "pdf' format may be used in place of original signatures on this Agreement. The City and Safeway intend to be bound by the signatures on pdf documents; are aware that the other party will rely on pdf signatures; and hereby waive any defenses to the enforcement of the terms of this Agreement based on the use of a pdf signature. 18. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 19. The Parties each respectively represent and warrant that the individual executing this Agreement on its behalf is duly authorized to execute this Agreement and that no other signature and/or authorization is necessary for such Party to enter into and perforin the terms of this Agreement. 20. This Agreement may not be amended or modified by any act or conduct of the Parties or by oral agreement, unless reduced to a writing and signed by both Parties. [Signatures on thefollowingpage] Page 5 of 10 REV; 10-18-17 MI ATTYIAGR.2017.235/Safeway, Inc. -Access Agreement