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9. Goveminq Law, Jurisdiction and Venue. The interpretation, validity, and enforcement of this Agreement shall be governed by and interpreted in accordance with the laws of the State of California. Any suit, claim, or legal proceeding of any kind related to this Agreement shall be filed and heard in a court of competent jurisdiction in the County of Alameda. 10. Attorney's Fees. In the event any legal action is commenced to enforce this Agreement, the prevailing party is entitled to reasonable attorneys fees, costs, and expenses incurred. 11. Hold Harmless and Indemnification. The Reddys acknowledge that this Agreement was provided to the Reddys by the City as an accommodation to them. The Reddys shall hold harmless and indemnify the City(including its elected officials, officers, employess and agents)from and against any and all claims (including all litigation, demands, damages, liabilities, administrative proceedings, costs, and expenses, including court costs and attorney's fees) resulting or arising from the performance, or failure to perform, under this Agreement. 12. Obligations Run with the Land Until Required Modifications Completed. This Agreement, and any portion thereof, shall run with the land. If all of the modifications required by the final design review decision—to the as-built condition of the residence and correction of encroachment and drainage issues on adjacent property—are not completed prior to any transfer of ownership of the Property, the Reddys shall provide written notice to the City regarding the identity of the proposed new property owner, and the Reddys shall provide written notice to the proposed new property owner regarding the terms of this Agreement. When all of the modifications required by the final design review decision to the as- built condition of the residence are completed, and all of the found encroachment and drainage issues impacting adjacent property, if any, are corrected, the City will execute a rescission or reconveyance of this Agreement for recording by the Reddys. 13. Modifications. This Agreement may not be modified orally or in any manner other than by an agreement, in writing, signed by both Parties. 14. Entire Agreement. This Agreement, including all documents incorporated herein by reference, comprises the entire integrated understanding between the Parties concerning the design review and temporary occupancy process described herein. This Agreement supersedes all prior negotiations, agreements, and understandings regarding this matter,whether written or oral. 8