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City of San Leandro – Prop SF Non-Exclusive License Agreement Page 7 of 14 <br /> <br /> Prop SF LLC City of San Leandro <br /> James Jaber, CEO 835 E. 14th Street <br /> 3100 Gibbons Dr. San Leandro, CA 94577 <br /> Alameda, CA 94501 Attn.: City Manager <br /> <br />9. Assignment <br /> <br />Prop shall not assign this License without the express written consent of the City, which <br />consent may be withheld for any or no reason whatsoever. Unless otherwise provided herein, <br />the terms, covenants and conditions herein shall apply to and bind the heirs, successors, <br />executors, administrators, and assigns of all the Parties hereto, all whom shall be jointly and <br />severally liable hereunder. <br /> <br />10. Entire Agreement <br /> <br />This License together with Exhibits A through C attached hereto and incorporated herein by <br />reference, constitutes the entire agreement of the Parties with respect to the subject matter <br />hereof, and supersedes all prior written or oral agreements, understandings, representations or <br />statement with respect thereto. This License may be amended only by a written instrument <br />executed by the Parties hereto. <br /> <br />11. Severability <br /> <br />If any term, provision, or condition of this License is held by a court of competent jurisdiction <br />to be invalid or unenforceable, the remainder of this License shall continue in full force and <br />effect unless the rights and obligations of the Parties have been materially altered or abridged <br />thereby. <br /> <br />12. Waiver <br /> <br />A waiver by either party of the performance of any covenant or condition herein shall not <br />invalidate this License nor shall the delay or forbearance by either party in exercising any <br />remedy or right be considered a waiver of, or an estoppel against, the later exercise of such <br />remedy or right. <br /> <br />13. Captions; Interpretation <br /> <br />The section headings used herein are solely for convenience and shall not be used to interpret <br />this License. The provisions of this License shall be construed as a whole according to their <br />common meaning, and not strictly for or against any party, in order to achieve the objectives <br />and purposes of the Parties. <br /> <br />14. Attorney’s Fees <br /> <br />In any action at law or in equity, arbitration or other proceeding arising in connection with this <br />License, the prevailing party shall recover reasonable attorney’s fees and other costs, including <br />but not limited to court costs and expert and consultants’ fees incurred in connection with such <br />action, in addition to any other relief awarded. <br />