Agmt22 Tri-Party Implementation 1548 Maple, LLC

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ATTY/AGR/2022.014/TRI-PARTY AGREEMENT REV: 01-25-2022 VR 7 However, City’s duty to indemnify and save harmless under this Section 11.B shall not apply to injuries or damage for which County has been found in a court of competent jurisdiction to be solely liable by reason of its own negligence or willful misconduct. The duty of City to relieve, indemnify, protect and hold harmless, as set forth hereinabove, shall include the duty to defend as set forth in Section 2778 of the California Civil Code. If, during the term of this Agreement, the Garage License Area, or any portion thereof or improvements thereon are damaged or destroyed by any cause attributable to acts or omissions of City or its permittees or licensees, City shall promptly repair the damage and restore the damaged area and improvements, without cost to County to at least the same condition that existed before the damage or destruction, regardless of whether any insurance proceeds paid for the damage or destruction are sufficient to cover the entire cost of repair or restoration. The parties agree the spaces have a value of $100 per space per month whether occupied or not. However, no rent shall be paid by City for the use of such spaces. c. Marina Access. In connection with development of its residential townhome project, Developer is obligated to construct certain waterfront park improvements on the City-owned property located directly adjacent to Developer’s 1548 Maple property. If, during construction of the waterfront park improvements, it becomes necessary to close the access ramp/gangway between the City-owned property and the floating dock to the marina for more than 24 hours, Developer agrees to provide reasonable alternative access to and from the marina outside of normal construction hours (at least twice-daily each day, once each before and after normal construction hours) via the ramp accessible from Developer’s 1548 Maple property. City agrees to promptly reimburse Developer any additional hard costs associated with such alternative access (e.g., fencing). 12. Miscellaneous Provisions. a. Interpretation and Construction. The word “including” shall be construed as if followed by the words “without limitation.” All recitals to this Agreement are incorporated by reference as though fully restated herein. All exhibits and attachments to this Agreement are incorporated by reference as though fully restated herein. Section headings in this Agreement are for convenience only and are not intended to be used in interpreting or construing the terms, covenants or conditions contained in this Agreement. This Agreement shall be interpreted as though prepared jointly by all the Parties, the Parties agree that each Party and its respective counsel have reviewed and approved this Agreement, and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement. The terms and provisions of this Agreement embody the Parties' mutual intent, and this Agreement shall not be construed more liberally in favor of, nor more strictly against, any Party hereto. b. Partial Invalidity. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in