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6.1.A. - Page 86 <br /> 5. Indemnification. To the fullest extent provided by law, Developer, for itself, its <br /> assigns and successors in interest,hereby holds harmless and indemnifies the City Parties from <br /> and against any and all Claims arising from work within the Right-of-Way performed by City <br /> or its contractors, except to the extent of City's gross negligence or willful misconduct. <br /> 6. Encroachment Permit in Full Force and Effect. Except for the exception <br /> provided in Section 2 above, the Encroachment Permit remains in full force and effect. <br /> 7. Acknowledgment. Developer expressly agrees that it has read the entirety of <br /> the Agreement and understands all of its terms and provisions. The contents and effects of the <br /> Agreement have been explained to the Developer by counsel of its own choice, or Developer <br /> has had an opportunity to seek counsel of his/her own choice, and the Agreement is executed <br /> voluntarily and with full knowledge of its significance. <br /> 8. Runs with the Land. The covenants and agreements contained in this <br /> Agreement shall run with the Property and be binding upon and inure to the successors to the <br /> Property. <br /> 9. Notification upon Conveyance or Transfer. Upon the conveyance or transfer of <br /> the Property, Developer shall advise the purchaser or transferee of the existence of this <br /> Agreement. <br /> 10. Inte arg tion. This Agreement constitutes a single integrated written document <br /> expressing the entire agreement of the Parties regarding this subject matter, and supersedes any <br /> and all prior written and oral agreements between them. Any statement, promise, or <br /> commitment about this subject matter which is not contained in this Agreement shall be void <br /> and invalid. <br /> 11. Joint and Several Liability. The parties agree that Property Owner and Lessee <br /> shall be jointly and severally liable under this Agreement. Notwithstanding the foregoing, the <br /> parties acknowledge and agree that the relationship between Property Owner and Lessee is strictly <br /> that of landlord and tenant under the Ground Lease described in Recital B and this Agreement <br /> shall not be construed as to create or imply any agency or joint venture relationship between <br /> Property Owner and Lessee. <br /> 12. Governing Law. This Agreement shall be construed in accordance with, and be <br /> governed by, the laws of the State of California, without reference to its choice of law <br /> provisions. <br /> [SIGNATURE PAGE FOLLOWS] <br /> REV:08-31-17 VR <br /> Page 3 of 8 <br /> ATTY/AGR.2017,193/Lane-Broadway, LLC-HHA ROW <br />