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PUBLIC OF THE RIGHTS OF GRANTEE UNDER THIS AGREEMENT. GRANTEE <br /> SHALL PAY THE COST OF RECORDING THE MEMORANDUM. THE MEMORANDUM <br /> SHALL NOTE THE DATE THAT THIS AGREEMENT EXPIRES AND GRANTEE SHALL <br /> JOIN IN EXECUTING A TERMINATION AGREEMENT WHEN THIS AGREEMENT HAS <br /> EXPIRED OR TERMINATED, FAILING WHICH, CITY, MAY EXECUTE THE <br /> TERMINATION AGREEMENT.ON BEHALF OF GRANTEE. <br /> 8. ENTIRE AGREEMENT. THIS AGREEMENT CONTAINS THE FINAL AND <br /> ENTIRE UNDERSTANDING BETWEEN CITY AND GRANTEE WITH RESPECT TO ITS <br /> SUBJECT MATTER AND IS INTENDED TO BE AN INTEGRATION OF ALL PRIOR <br /> NEGOTIATIONS AND UNDERSTANDINGS. CITY AND GRANTEE SHALL NOT BE <br /> BOUND BY ANY TERMS, CONDITIONS, STATEMENTS, WARRANTIES, OR <br /> REPRESENTATIONS NOT CONTAINED IN THIS AGREEMENT. NO CHANGE OR <br /> MODIFICATION OF THIS AGREEMENT SHALL BE VALID UNLESS IT IS IN WRITING <br /> AND IS SIGNED BY BOTH CITY AND GRANTEE. <br /> 9. WAIVER. A FAILURE BY CITY OR GRANTEE TO ENFORCE ANY RIGHT <br /> UNDER THIS AGREEMENT SHALL NOT BE DEEMED TO BE A WAIVER OF THAT <br /> RIGHT OR OF ANY OTHER RIGHT. <br /> 10. ATTORNEY FEES. IF LITIGATION IS INSTITUTED WITH RESPECT TO <br /> THIS AGREEMENT, THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER <br /> FROM THE LOSING PARTY, IN ADDITION TO .ALL OTHER SUMS AND ALLOWABLE <br /> COSTS, ITS REASONABLE ATTORNEY FEES, BOTH IN PREPARATION FOR AND AT <br /> TRIAL AND ANY APPEAL OR REVIEW, SUCH AMOUNT TO BE SET BY THE COURT <br /> THAT HEARS THE MATTER. <br /> 11. REAL ESTATE COMMISSION. CITY AND GRANTEE EACH AGREE TO <br /> PAY ANY COMMISSION OR FINDER'S FEES THAT MAY BE DUE ON ACCOUNT OF <br /> THIS TRANSACTION TO ANY BROKER OR FINDER EMPLOYED BY IT AND TO <br /> INDEMNIFY TIC OTHER AGAINST ANY CLAIMS FOR COMMISSIONS OR FEES <br /> ASSERTED BY ANY BROKER CLAMNG BY, THROUGH, OR UNDER THE <br /> IlVDEMNIFYING PARTY. <br /> 12. COUNTERPARTS; PRONOUNS. THIS AGREEMENT MAY BE EXECUTED <br /> IN ONE OR MORE COUNTERPARTS, ALL OF WHICH SHALL BE CONSIDERED ONE <br /> AND THE SAME AGREEMENT AND SHALL BE EFFECTIVE WHEN ONE OR MORE <br /> COUNTERPARTS HAVE BEEN SIGNED AND DELIVERED BY CITY AND GRANTEE. <br /> WITH RESPECT TO ANY PRONOUNS USED HEREIN, EACH GENDER USED SHALL <br /> INCLUDE TIC OTHER GENDER AND THE SINGULAR AND THE PLURAL, AS THE <br /> CONTEXT MAY REQUIlZE. <br /> 13. TIlVIE IS OF THE ESSENCE. TIlVIE IS OF THE ESSENCE. REGARDING <br /> THIS AGREEMENT. <br /> <br /> PAGE 4-EXHIBIT 4 RIGHT OF FIlZST REFUSAL 4/12/2006 <br /> <br />