San Leandro Improvement Association Grant Agreement 202306

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4.8 Amendments/Entire Agreement. City and Foundation reserve the right to amend this Agreement by mutual consent. It is mutually understood and agreed that no amendment, modification, alteration or variation of the terms of this Agreement shall be valid unless in writing and signed and acknowledged and approved by both Parties. This Agreement constitutes the entire agreement of the Parties and no oral understandings or agreement not incorporated herein shall be binding on either Party. 4.9 Time. Time is of the essence in the performance of the terms and conditions of this Agreement. 4.10 Governing Law. The laws of the State of California shall govern this Agreement. 4.11 No Personal Liability. Notwithstanding anything contained in this Agreement to the contrary, the obligations of the Parties under this Agreement (including any actual or alleged breach or default) do not constitute personal obligations of the individual officers or employees of the Parties, and no Party shall not seek recourse against the individual officers or employees of the other Party, or against any of their personal assets, for satisfaction of any liability with respect to this Agreement. 4.12 Waiver. No forbearance, failure or delay by the City in exercising any right, power or remedy, nor any single or partial exercise by the City of any right or remedy hereunder shall constitute a waiver or preclude the further exercise of such right, power or remedy. City’s consent to any act or omission by Foundation may not be construed as the City’s consent to any other or subsequent act or omission or as a waiver of the requirement to obtain City’s consent in any other instance. All of City's rights, powers and remedies are cumulative and shall continue in full force and effect until specifically waived in writing by City. 4.13 Duration/Survival. This Agreement shall continue in full force and effect until the completion for the Project. Notwithstanding the foregoing, the indemnification provisions of Section 3.1 of this Agreement shall survive the expiration of this Agreement. 4.14 Headings. The headings within this Agreement are for the purpose of reference only and shall not limit or otherwise affect any of the terms of this Agreement. 4.15 Counterparts, Facsimile Copies. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. This Agreement shall be effective upon transmission by any Party to the other parties of a fully signed facsimile copy of the Agreement after the formal approval by the governing body of the City, so long as a copy of the Agreement signed by the transmitting Party is delivered to the other parties within five (5) business days thereafter. In case of any conflict, the counterpart maintained by the City shall be deemed to be determinative. SIGNATURES ON FOLLOWING PAGE DocuSign Envelope ID: 0D2CA3BD-265D-40BE-83DB-B9693914F343