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Execution Version Page 5 follows: To City: Attention: City of San Leandro CC: Sustainability Manager City Manager’s Office 835 E14th Street San Leandro, California 94577 To EBCE: Attention: East Bay Community Energy CC: Jessie Denver 1999 Harrison Street, Suite 800 Oakland, California 94612 b. Property Rights; Assignment. The rights granted to EBCE in this Agreement shall constitute covenants running with the land as to the non-possessory interests in real property which are made subject hereto and shall bind City's successors and assigns, for the term of this Agreement. EBCE may record this Agreement or memorandum thereof in the public records of any public office. This Agreement is binding on and inures to the benefit of the Parties and their respective heirs, successors, assigns, and personal representatives. In the event the Premises is transferred, or City ceases to have the requisite level of control over the Premises necessary to fulfill its obligations under the Agreement (each, a "Transfer Event"), City shall assign its rights and obligations under the Agreement to the person or entity which would be able to comply with City's obligations following such Transfer Event. Further, City agrees that any such Transfer Event shall not affect, terminate or disturb EBCE's right to quiet enjoyment and possession of the Premises under the terms of the Agreement or any of EBCE's other rights under the Agreement, so long as EBCE is not then in default under any of the terms, covenants or conditions of the Agreement. c. No Agency Relationship. Nothing in the Agreement shall be deemed or construed to create a joint venture, partnership, fiduciary, or agency relationship between the Parties for any purpose set forth in this Agreement, and the employees of one party shall not be deemed to be the employees of the other Party. Except as otherwise stated in the Agreement, neither Party has any right to act on behalf of the other, bind the other Party to any obligation whatsoever, nor represent that it has such right or authority. d. Severability. If any term of the Agreement is held by any court of competent jurisdiction to be invalid, such invalidity shall not invalidate the remainder of the Agreement and the Agreement shall be construed and deemed reformed to the extent necessary to render valid such term and the rights and obligations of the parties shall be enforced accordingly. e. Governing Law. This Agreement shall be governed by the laws of California with venue in Alameda County. f. No Waiver. The failure of a Party to insist on strict performance of any provision of the Agreement does not constitute a waiver of or estoppel against asserting the right to require performance in the future and a waiver or estoppel given in any one instance does not constitute the same with respect to a later obligation or breach. g. Remedies. The rights and remedies provided by the Agreement are cumulative, and the use of any right or remedy by any Party does not preclude or waive its right to use any or all other remedies. These rights and remedies are given in addition to any other rights a Party may have under any applicable law, in equity or otherwise. h. Force Majeure. Neither Party is responsible for any delay or failure in performance of any part of the Agreement to the extent that delay or failure is caused by fire, flood, explosion, war, embargo,