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ATTY/AGR/2016.125/RWC-YMCA EXCLUSIVE NEGOTIATING AGREEMENT <br />REV: 06-20-16 VR <br />Page 8 of 12 <br /> <br />the contemplated development of the Property or the Project, have a familial, financial, or <br />other material relationship with any elected or appointed official or employee of the City. <br />Each person executing this ENA on behalf of YMCA-SV does hereby covenant and warrant that <br />each person (and all of the persons if more than one signs) signing this ENA on behalf of YMCA- <br />SV is duly and validly authorized to do so. <br /> <br />g. Indemnification. YMCA-SV hereby covenants, on behalf of itself and its permitted successors <br />and assigns, to indemnify, hold harmless and defend the Indemnitees (defined in Section 9) <br />from and against all Claims (defined in Section 9) arising out of or in connection with the <br />actions of YMCA-SV or YMCA-SV’s agents, employees, officers, representatives, contractors <br />or consultants pursuant to this ENA; provided however, YMCA-SV shall have no <br />indemnification obligation with respect to the gross negligence or willful misconduct of any <br />Indemnitee. This Section shall survive the expiration or earlier termination of this ENA. <br /> <br />h. Severability. If any term or provision of this ENA or the application thereof shall, to any extent, <br />be held by a court of competent jurisdiction to be invalid or unenforceable, such term or <br />provision shall be ineffective to the extent of such invalidity or unenforceability without <br />invalidating or rendering unenforceable the remaining terms and provisions of this ENA or the <br />application of such terms and provisions to circumstances other than those as to which it is <br />held invalid or unenforceable unless an essential purpose of this ENA would be defeated by <br />loss of the invalid or unenforceable provision. <br /> <br />i. Entire Agreement. This ENA contains the entire understanding of the Parties with respect to <br />the subject matter hereof and supersedes all prior or contemporaneous agreements and <br />understandings, oral or written, between the Parties with respect to such subject matter. <br /> <br />j. Successors and Assigns; No Third-Party Beneficiaries. This ENA shall be binding upon and <br />inure to the benefit of the Parties and their respective permitted successors and assigns; <br />provided however, that except as expressly permitted by this ENA, neither Party shall transfer <br />or assign any of such Party’s rights hereunder by operation of law or otherwise without the <br />prior written consent of the other Party, and any such transfer or assignment without such <br />consent shall be void. Subject to the immediately preceding sentence, this ENA is not <br />intended to benefit, and shall not run to the benefit of or be enforceable by, any other person <br />or entity other than the Parties and their permitted successors and assigns. <br /> <br />k. Captions; Interpretation. This ENA shall be interpreted as though prepared jointly by the <br />Parties. Titles and captions are for convenience of reference only and do not define, describe <br />or limit the scope or the intent of this ENA or any of its terms. <br />l. Governing Law; Venue. This ENA shall be governed by and construed in accordance with the <br />laws of the State of California without reference to conflicts of laws principles. Venue for any <br />action under this ENA shall be in San Mateo County, California. <br /> <br />m. Counterparts. This ENA may be executed in multiple counterparts, each of which shall be an <br />original and all of which together shall constitute one agreement. <br />6.1.B. - Page 12