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any State statute or regulation. The Subrecipient warrants that it has not paid or given and will not pay <br />or give any third party any money or other consideration for obtaining this Agreement. <br /> <br />9.3 Indemnify and Hold Harmless. Both Parties agree to indemnify, defend, and hold <br />harmless the other party and its officers, agents and employees, from any liabilities, claims, suits or <br />actions, losses or expenses, including attorney fees, caused by, arising out of, or in connection with, <br />either directly or indirectly, the indemnifying party’s performance under this Agreement. Nothing herein <br />shall be construed to require Subrecipient to indemnify the City, its officers, agents and employees <br />against any responsibility or liability in contravention of Section 2782 of the California Civil Code. <br /> <br />10.0 MISCELLANEOUS PROVISIONS <br /> <br />10.1 Notice. Any notice, demand, request, document, consent, approval, or communication <br />either party desires or is required to give to the other party or any other person shall be in writing and <br />either served personally or sent by prepaid first-class mail <br /> <br />To the City: City of San Leandro <br /> 835 E. 14th Street <br /> San Leandro, California 94577 <br /> Attention: Director, Community Development Dept <br /> <br />To the Subrecipient: La Clinica de La Raza, Inc. <br /> P.O. Box <br /> Oakland, CA 94623 <br /> Attention: Jane Garcia, Chief Executive Officer <br /> EMAIL ADDRESS: jgarcia@laclinica.org <br /> <br /> at his/her address by notifying the other party of the change of address in writing. Notice shall be <br />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 <br />meaning of the language used and shall not be construed for or against either party by reason of the <br />authorship of this Agreement or any other rule of construction which might otherwise apply. <br /> <br />10.3 Integration; Amendment. It is understood that there are no oral agreements between <br />the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all <br />previous negotiations, arrangements, agreements and understandings, if any, between the parties, and <br />none shall be used to interpret this Agreement. This Agreement may be amended at any time by the <br />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, <br />paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a <br />valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not <br />affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement that <br />are hereby declared as severable and shall be interpreted to carry out the intent of the parties <br />hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic <br />benefit of their bargain or renders this Agreement meaningless. <br /> <br />10.5 Corporate Authority. The persons executing this Agreement on behalf of the parties <br />hereby warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute <br />and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is <br />formally bound to the provisions of this Agreement, and, (iv) the entering into this Agreement does not <br />violate any provision of any other agreement to which said party is bound. <br />253