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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. Integration. 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 />REV: 08-31-17 VR <br />[SIGNATURE PAGE FOLL0WSJ <br />Page 3 of 8 <br />ATTY/AGR.2017.193/Lane - Broadway, LLC - HHA ROW <br />