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8.5 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.6 No Implied Waiver of Breach. Any waiver by either Party of any term or provision of this Agreement must be in writing. No waiver shall be implied from any delay or failure by a Party to take action on any breach or default hereimder or to pursue any remedy allowed under this Agreement or applicable law. No failure or delay by a Party at any time to require strict performance by the other Party of any provision of this Agreement or to exercise any election contained herein or any right, power or remedy hereunder shall be construed as a waiver of any other provision or any succeeding breach of the same or any other provision hereof or a relinquishment for the future of such election. 8.7 Parties Not Co-Venturers. Nothing in this Agreement is intended to or shall establish the Parties as partners, co-venturers, or principal and agent with one another. City and Owner shall at all times remain independent parties. 8.8 Assignment. No assignment by a Party hereto of any rights under or interests in this Agreement will be binding on another Party hereto without the written consent of the Party sought to be bound; and specifically but without limitation monies that may become due and monies that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment. This Section shall not apply to the assignment of Owner's interest in this Agreement to any successor in interest to Owner, or an assignment by a successor in interest to another successor in interest. 8.9 Binding Upon Successors: Covenants to Run with the Land. The City and Owner hereby declare their express intent that the rights, duties, and obligations set forth herein shall be deemed covenants running with the land and shall be binding upon and inure to the benefit of the heirs, administrators, executors, successors in interest, transferees, and assigns of Owner and City, regardless of any sale, assignment, conveyance or transfer of the Property, the City Property or any part thereof or interest therein. 8.10 Recordation. The Agreement shall be recorded against the Property in the Official Records of Alameda County. 8.11 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. 8.12 Indemnity. Each Party shall defend, hold harmless and indemnify the other Party, its officers, agents and employees against any and all claims, demands, damages, costs, expenses or liability costs arising out of the performance of this Agreement to the proportionate extent caused by the indemnifying party's negligence or willful misconduct. SIGNATURES FOLLOW ON THE NEXT PAGE MAINTENANCE AGREEMENT BETWEEN THE CITY OF SAN LEANORO AND 13847 SAN LEANDRO PARTNERS LLC Page 5 of 11