Agmt21 Safeway Inc. License and Agreement

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12. The Work shall be performed between the hours of 9 p.m. and 6 a.m., Pacific Time, seven days per week. In the event the City needs to perform the Work and at other times, the City shall seekprior written approval from Safeway, not to be unreasonably withheld. In the exercise of the license herein granted, the City shall minimize interference with Safeway's use, enjoyment, and business operations of and at the Property. 13. The City shall complete all the Work on or before eighteen months from the Effective Date of this Agreement ("Remediation Period"), provided that any groundwater monitoring required by the Agency and pursuit of Case Closure from the Agency can continue to occur after this Remediation Period. 14. The term of this Agreement shall terminate upon the earlier of receipt of Case Closure for the Environmental Conditions or five (5) years from the Effective Date. 15. In the event of any action or proceeding brought by any Party against the other under this Agreement, the substantially prevailing Party 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. 16. 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. 17. 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. 18. If all Parties agree, electronic signatures may be used in place of original signatures on this Agreement. Each Party intends to be bound by the signatures on the electronic document, is aware that the other Parties will rely on the electronic signatures, and hereby waives any defenses to the enforcement of the terms of this Agreement based on the use of an electronic signature. After all Parties agree to the use of electronic signatures, all Parties must sign the document electronically. 19. This Agreement shall be governed by and construed in accordance with the laws of the State ofCalifomia. 20. 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 perform the terms of this Agreement. REV: 05-07-2021 MI ATTY/AGR.2021.101/Safeway Inc. (Page 5 of 11)