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System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and <br />hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of <br />Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. 10.0 MISCELLANEOUS PROVISIONS 10.1 Notice. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid first-class mail at his/her address as follows: <br /> To the City: City of San Leandro <br /> 835 E. 14th Street <br /> San Leandro, California 94577 Attention: Community Development Director To the Consultant: Rebuilding Together Oakland East Bay 520 3rd Street Ste. 109 Oakland, CA 94607 Attention: Lisa Malul, Executive Director <br /> Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of <br />mailing if mailed as provided in this section. <br /> <br />10.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 10.3 Integration; Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. <br /> <br />10.4 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or <br />sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a <br />court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, <br />sentences, clauses, paragraphs, or sections of this Agreement that are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 10.5 Corporate Authority. The persons executing this Agreement on behalf of the parties hereby warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and, (iv) the entering into this Agreement does not violate any provision of any other agreement to which said party is bound. <br /> <br />10.6 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an <br />original and all of which together shall constitute one agreement. <br /> <br />440