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July 15, 2024 Page 66 City of San Leandro/ACI Franchise Agreement 12.10 REPRESENTATIVES OF THE PARTIES 2607 References in this Agreement to the “City” shall mean the City’s elected body and all actions to be taken 2608 by City except as provided below. The City may delegate authority, in writing, to the City Manager and/or 2609 to other City officials and may permit such officials, in turn, to delegate in writing some or all of such 2610 authority to subordinate officers. The Contractor may rely upon actions taken by such delegates if they 2611 are within the scope of the authority properly delegated to them. 2612 The Contractor shall, by the Effective Date, designate in writing a responsible officer who shall serve as 2613 the representative of the Contractor in all matters related to the Agreement and shall inform City in 2614 writing of such designation and of any limitations upon his or her authority to bind the Contractor. City 2615 may rely upon action taken by such designated representative as actions of the Contractor unless they 2616 are outside the scope of the authority delegated to him/her by the Contractor as communicated to City. 2617 ARTICLE 13. 2618 MISCELLANEOUS AGREEMENTS 2619 13.1 ENTIRE AGREEMENT 2620 This Agreement is the entire agreement between the Parties with respect to the subject matter hereof 2621 and supersedes all prior and contemporaneous oral and written agreements and discussions. Each Party 2622 has cooperated in the drafting and preparation of this Agreement and this Agreement shall not be 2623 construed against any Party on the basis of drafting. This Agreement may be amended only by an 2624 agreement in writing, signed by each of the Parties hereto. 2625 13.2 SECTION HEADINGS 2626 The article headings and section headings in this Agreement are for convenience of reference only and 2627 are not intended to be used in the construction of this Agreement nor to alter or affect any of its 2628 provisions. 2629 13.3 REFERENCES TO LAWS 2630 All references in this Agreement to laws and regulations shall be understood to include such laws as they 2631 may be subsequently amended or recodified, unless otherwise specifically provided herein. 2632 13.4 AMENDMENTS 2633 This Agreement may not be modified or amended in any respect except in writing signed by the Parties. 2634 13.5 SEVERABILITY 2635 If any non-material provision of this Agreement is for any reason deemed to be invalid and unenforceable, 2636 the invalidity or unenforceability of such provision shall not affect any of the remaining provisions of this 2637 Agreement, which shall be enforced as if such invalid or unenforceable provision had not been contained 2638 herein. 2639 Docusign Envelope ID: 908A450D-1F36-4C09-B8A4-C1D639B5A05A