Agenda - City of Santa Monica

15.8.4 Nothing contained in this Section 15.8 is intended to modify the
terms of either Section 5.1.2 or Section 5.5 of this Agreement.
15.9 Governing Law. This Agreement shall be governed exclusively by the
provisions hereof and by the laws of the State of California.
15.10 Cooperation in Event of Legal Challenge to Agreement. If there is any
court action or other proceeding commenced that includes any challenge to the validity,
enforceability or any term or provision of this Agreement, then Developer shall
indemnify, hold harmless, pay all costs actually incurred, and provide defense in said
action or proceeding, with counsel reasonably satisfactory to both the City and
Developer. The City shall cooperate with Developer in any such defense as Developer
may reasonably request.
15.11 Attorneys’ Fees. If any Party commences any action for the interpretation,
enforcement, termination, cancellation or rescission of this Agreement or for specific
performance for the Breach of this Agreement, the prevailing Party shall be entitled to its
reasonable attorneys’ fees, litigation expenses and costs. Attorneys’ fees shall include
attorneys’ fees on any appeal as well as any attorneys’ fees incurred in any post-judgment
proceedings to collect or enforce the judgment. Such attorneys’ fees shall be paid
whether or not such action is prosecuted to judgment. In any case where this Agreement
provides that the City or Developer is entitled to recover attorneys’ fees from the other,
the Party so entitled to recover shall be entitled to an amount equal to the fair market
value of services provided by attorneys employed by it as well as any attorneys’ fees
actually paid by it to third Parties. The fair market value of the legal services for public
attorneys shall be determined by utilizing the prevailing billing rates of comparable
private attorneys.
15.12 Recordation. The Parties shall cause this Agreement to be recorded
against title to the Property in the Official Records of the County of Los Angeles. The
cost, if any, of recording this Agreement shall be borne by Developer.
15.13 No Waiver. No waiver of any provision of this Agreement shall be
effective unless in writing and signed by a duly authorized representative of the Party
against whom enforcement of a waiver is sought and referring expressly to this Section
15.13. No delay or omission by either Party in exercising any right or power accruing
upon non-compliance or failure to perform by the other Party under any of the provisions
of this Agreement shall impair any such right or power or be construed to be a waiver
thereof, except as expressly provided herein. No waiver by either Party of any of the
covenants or conditions to be performed by the other Party shall be construed or deemed
a waiver of any succeeding breach or nonperformance of the same or other covenants and
conditions hereof of this Agreement.
15.14 Construction of this Agreement. The Parties agree that each Party and its
legal counsel have reviewed and revised 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 or any amendments or exhibits thereto.
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