OPA: Grimshaw House - City of Anaheim
OPA: Grimshaw House - City of Anaheim
OPA: Grimshaw House - City of Anaheim
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John E. Woodhead, Assistant <strong>City</strong> Attorney<br />
<strong>City</strong> <strong>of</strong> <strong>Anaheim</strong><br />
200 S. <strong>Anaheim</strong> Boulevard, 3rd Floor<br />
<strong>Anaheim</strong>, California 92805<br />
FAX No. (714) 765-4630<br />
If to Brookfield: Brookfield Olive Street LLC<br />
C/O Brookfield Homes<br />
3090 Bristol Street, Suite 200<br />
Costa Mesa, California 92626<br />
Attention: John O’Brien<br />
FAX No. (714 ) 427-6872<br />
With a copy to: Songstad & Randall LLP<br />
2201 Dupont Drive, Suite 100<br />
Irvine, California 92612<br />
Attention: Timothy L. Randall<br />
FAX No. (949) 757-1613<br />
Section 11. Governing Law. This Agreement shall be governed by the laws <strong>of</strong> the State <strong>of</strong><br />
California. Any legal action brought under this Agreement must be instituted in the Superior<br />
Court <strong>of</strong> Orange County, State <strong>of</strong> California, in an appropriate court in that county, or in the<br />
Federal District Court in the Central District <strong>of</strong> California.<br />
Section 12. Interpretation. This Agreement shall be interpreted as a whole and in<br />
accordance with its fair meaning and as if each party participated in its drafting. Captions are for<br />
reference only and are not to be used in construing meaning.<br />
Section 13. Amendment <strong>of</strong> Agreement. No modification, rescission, waiver, release or<br />
amendment <strong>of</strong> any provision <strong>of</strong> this Agreement shall be made except by a written agreement<br />
executed by Agency and Brookfield.<br />
Section 14. Attorneys' Fees. In the event <strong>of</strong> a dispute between the parties with respect to the<br />
terms or conditions <strong>of</strong> this Agreement, the prevailing party shall be entitled to collect from the<br />
other its reasonable attorneys' fees as established by the judge or arbitrator presiding over such<br />
dispute.<br />
Section 15. Agency Representations, Indemnities and Covenants. Agency agrees to<br />
indemnify, protect, defend and hold Brookfield, its <strong>of</strong>ficers, employees and agents harmless from<br />
any claims that arise directly or indirectly from or in connection with the presence <strong>of</strong> Hazardous<br />
Material in the air, soil, surface, water, groundwater, or soil vapor at, on, about, under, within<br />
from or with respect to the Site and existing on the Site as <strong>of</strong> the date Brookfield first enters the<br />
Site; provided, however, this indemnity shall not apply to the extent a release <strong>of</strong> such Hazardous<br />
Material is caused by the negligence or willful misconduct <strong>of</strong> Brookfield or its agents or<br />
contractors.<br />
Attachment No. 5 - Page 6
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