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<br />Page 3 <br />12. Force Majeure. When a party’s nonperformance hereunder was beyond the control and <br />not due to the fault of the party not performing, a party shall be excused from performing <br />its obligations under this Agreement during the time and to the extent that its <br />performance is prevented by such cause. Such cause shall include, but not be limited to: <br />any incidence of fire, flood, acts of God or unanticipated communicable disease, acts of <br />terrorism or war commandeering of material, products, plants or facilities by the federal, <br />state or local government, a material act or omission by the other party or any law, <br />ordinance, rule, guidance or recommendation by the federal, state or local government, or <br />any agency thereof, which becomes effective after the date of this Agreement that delays <br />or renders impractical either party’s performance under the Agreement. <br />13. Ownership of Reports and Documents. The originals of all letters, documents, reports, <br />and data produced for the purposes of this Agreement shall be delivered to and become <br />the property of the Agency. Copies may be made for PARS but shall not be furnished to <br />others without written authorization from Agency. <br />14. Designees. The Plan Administrator of the Agency, or their designee, shall have the <br />authority to act for and exercise any of the rights of the Agency as set forth in this <br />Agreement, subsequent to and in accordance with the written authority granted by the <br />Governing Body of the Agency, a copy of which writing shall be delivered to PARS. <br />Any officer of PARS, or his or her designees, shall have the authority to act for and <br />exercise any of the rights of PARS as set forth in this Agreement. <br />15. Notices. All notices hereunder and communications regarding the interpretation of the <br />terms of this Agreement, or changes thereto, shall be effected by delivery of the notices <br />in person or by depositing the notices in the U.S. mail, registered or certified mail, return <br />receipt requested, postage prepaid and addressed as follows: <br />(A) To PARS: PARS; 4350 Von Karman Avenue, Suite 100, Newport Beach, CA <br />92660; Attention: President <br />(B) To Agency: City of San Leandro; 835 East 14th Street, San Leandro, CA 94577; <br />Attention: City Manager <br />Notices shall be deemed given on the date received by the addressee. <br />16. Term of Agreement. This Agreement shall remain in effect for the period beginning <br />June 7, 2021 and ending June 6, 2024 (“Term”). This Agreement may be terminated at <br />any time by giving thirty (30) days written notice to the other party of the intent to <br />terminate. Absent a thirty (30) day written notice to the other party of the intent to <br />terminate, this Agreement will continue unchanged for successive twelve-month periods <br />following the Term. <br />17. Amendment. This Agreement may not be amended orally, but only by a written <br />instrument executed by the parties hereto. <br />18. Entire Agreement. This Agreement, including exhibits, contains the entire <br />understanding of the parties with respect to the subject matter set forth in this Agreement. <br />In the event a conflict arises between the parties with respect to any term, condition or <br />provision of this Agreement, the remaining terms, conditions, and provisions shall remain <br />197