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With a copy to: Meyers Nave <br />55512�1 Street, Suite 1500 <br />Oakland, CA 94607 <br />Attention: City Attorney <br />Telephone No,: (510) 808-2000 <br />Facsimile No.: (510) 444-1118 <br />Email: jwilliams@meyersnave.com <br />To Grantor: Stephen E. Fagalde <br />President <br />Scott's Restaurants <br />255 Third Street, Suite 102 <br />Oakland, CA 94607 <br />With a copy to: Conrad D. Breece <br />Morris Polich & Purdy LLP <br />One Embarcadero Center, Suite 400 <br />San Francisco, CA 94111 <br />6. Governing Law; Venue. This Agreement shall be construed in accordance with the laws of <br />the State of California without regard to principles of conflicts of law. Any legal action filed in connection <br />with this Agreement shall be filed in the Superior Court of Alameda County, California or in the Federal <br />District Court for the Northern District of California. <br />7. Severability. If any term, provision, covenant or condition contained in this Agreement is <br />held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of this <br />Agreement shall continue in full force and effect unless the rights and obligations of the Parties are <br />materially altered or abridged by such invalidation, voiding or u n enforceability. <br />8. Indemnity. Grantee shall indemnify, defend and hold harmless Grantor from and against <br />any and all claims, demands, liabilities, judgments, losses, costs and expenses (including reasonable <br />attorneys' fees and expenses) arising from or related to Grantee's construction or maintenance of the <br />Easement including any damage to property or injury to any person, except to the extent the same are <br />caused by Grantor's gross negligence or willful misconduct. <br />9. Representation, This Agreement is executed voluntarily by each of the Parties hereto, <br />both of which have had the opportunity to obtain legal advice by independent counsel of their choice as to <br />the content and effect of this Agreement. <br />10. Authorization. Each signatory to this Agreement warrants that he or she has full <br />authority to execute this Agreement on behalf of and thus bind the entity represented. <br />11. No Effect upon Grantor's Property of Floor Area Ratio Calculation. It is understood and <br />agreed by the Parties that as a condition of Grantor's grant of easement pursuant to this Agreement the <br />1940528.1 3 Grant Deed for Public Right of Way Easement <br />APN 077B 0853 027 02 <br />