RecDoc 2017-096257 Waiver, Release and Hold Harmless Agreement_2075 Broadway

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presence of the Improvements during work within the City Property performed by City or its contractors. Such Claims include without limitation damage to waterproofing or the foundation of any structure on the Developer Property. This waiver and release includes all Claims whether at this time known or unknown, anticipated or unanticipated, direct or indirect, fixed or contingent. Developer expressly waives and relinquishes any and all rights and benefits under Section 1542 of the Civil Code of the State of California with respect to this waiver and release. Section 1542 reads as follows: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlements with the debtor. 5. Indemnification. To the fullest extent provided by law, Developer, for itself, its assigns and successors in interest, hereby holds harmless and indemnifies the City Parties from and against any and all Claims arising from work within the City Property performed by City or its contractors, except to the extent of City's gross negligence or willful misconduct. 6. Acknowledgment. Developer expressly agrees that it has read the entirety of the Agreement and understands all of its terms and provisions. The contents and effects of the Agreement have been explained to the Developer by counsel of its own choice, or Developer has had an opportunity to seek counsel of his/her own choice, and the Agreement is executed voluntarily and with full knowledge of its significance. 7. Runs with the Land. The covenants and agreements contained in this Agreement shall run with the Developer Property and be binding upon and inure to the successors to the Developer Property. The covenants and agreements for the benefit of the City Property shall run with the City Property and be binding upon and inure to the successors to the City Property. 8. Notification upon Convevance or Transfer. Upon the conveyance or transfer of the Developer Property, Developer shall advise the purchaser or transferee of the existence of this Agreement. 9. Integration. This Agreement constitutes a single integrated written document expressing the entire agreement of the Parties regarding this subject matter, and supersedes any and all prior written and oral agreements between them. Any statement, promise, or commitment about this subject matter which is not contained in this Agreement shall be void and invalid. 10. Joint and Several Liabilitv. The parties agree that Property Owner and Lessee shall be jointly and severally liable under this Agreement. Notwithstanding the foregoing, the parties acknowledge and agree that the relationship between Property Owner and Lessee is strictly that of landlord and tenant under the Ground Lease described in Recital B and this Agreement shall not be construed as to create or imply any agency or joint venture relationship between Property Owner and Lessee. REV: 08-31-17 VR Page 3 of 10 ATTY/AGR.2017.193.1/Lane - Broadway, LLC - HHA City Property