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f. Authority; Disclosure. YMCA-SV warrants that none of its principals, officers, partners, joint venturers, employees, associates, or affiliates who have any economic interest in this ENA or the contemplated development of the Property or the Project, have a familial, financial, or other material relationship with any elected or appointed official or employee of the City. Each person executing this ENA on behalf of YMCA-SV does hereby covenant and warrant that each person (and all of the persons if more than one signs) signing this ENA on behalf of YMCA-SV is duly and validly authorized to do so. g. Indemnification. YMCA-SV hereby covenants, on behalf of itself and its permitted successors and assigns, to indemnify, hold harmless and defend the Indemnitees (defined in Section 8) from and against all Claims (defined in Section 8) arising out of or in connection with the actions of YMCA-SV or YMCA-SV's agents, employees, officers, representatives, contractors or consultants pursuant to this ENA; provided however, YMCA-SV shall have no indemnification obligation with respect to the gross negligence or willful misconduct of any Indemnitee. This Section shall survive the expiration or earlier termination of this ENA. h. Severability. If any term or provision of this ENA or the application thereof shall, to any extent, be held by a court of competent jurisdiction to be invalid or unenforceable, such term or provision shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining terms and provisions of this ENA or the application of such terms and provisions to circumstances other than those as to which it is held invalid or unenforceable unless an essential purpose of this ENA would be defeated by loss of the invalid or unenforceable provision. i. Entire Agreement. This ENA contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements and understandings, oral or written, between the Parties with respect to such subject matter. j. Successors and Assigns; No Third-Party Beneficiaries. This ENA shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns; provided however, that except as expressly permitted by this ENA, neither Party shall transfer or assign any of such Party's rights hereunder by operation of law or otherwise without the prior written consent of the other Party, and any such transfer or assignment without such consent shall be void. Subject to the immediately preceding sentence, this ENA is not intended to benefit, and shall not run to the benefit of or be enforceable by, any other person or entity other than the Parties and their permitted successors and assigns. k. Captions; Interpretation. This ENA shall be interpreted as though prepared jointly by the Parties. Titles and captions are for convenience of reference only and do not define, describe or limit the scope or the intent of this ENA or any of its terms. ATTY/AGR/2016.125/RWC-YMCA EXCLUSIVE NEGOTIATING AGREEMENT REV: 07-18-16 VR Page 8 of 12