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ATTY/AGR/2016.125/RWC-YMCA EXCLUSIVE NEGOTIATING AGREEMENT <br />REV: 06-20-16 VR <br />Page 7 of 12 <br /> <br />8. General. <br /> <br />a. Assignment/Delegation. The qualifications and identity of YMCA-SV are of particular concern <br />to City. It is because of those unique qualifications and identity that City has entered into this <br />ENA. Accordingly, neither Party shall assign, delegate or transfer any interest in or duty under <br />this ENA without the prior written consent of the other Party, and no assignment, delegation <br />or transfer (collectively, “Assignment”) shall be of any force or effect unless and until the <br />other Party has consented in writing and provided that any such entity associated with the <br />Assignment agrees to be bound by all the terms and conditions set forth in this ENA. <br /> <br />b. Amendment. This ENA may be modified at any time by the mutual consent of the Parties. No <br />amendment to this ENA shall be effective unless it is made in writing and signed by both <br />Parties. Any portion of this ENA which is not specifically amended shall remain unchanged. <br /> <br />c. Notices. Either Party may give notice to the other Party by facsimile transmission with a <br />confirmation telephone call, first class mail postage prepaid, personal delivery or express <br />delivery by a delivery service such as Federal Express. Notice shall be deemed accomplished <br />upon receipt, provided however that notice given by first class mail shall be deemed received <br />two (2) days after deposit in the US. mail, first class postage prepaid to addresses set forth <br />below: <br />Kathy Riggins, President and CEO <br />YMCA of Silicon Valley <br />80 Saratoga Ave. <br />Santa Clara, CA 95051 <br /> <br />City Manager <br />City of Redwood City <br />1017 Middlefield Road <br />Redwood City, CA 94063 <br /> <br />d. No Commissions. Each Party represents and warrants that it has not entered into any <br />agreement, and has no obligation, to pay any real estate commission in connection with the <br />transaction contemplated by this ENA. If a real estate commission is claimed through either <br />Party in connection with the transaction contemplated by this ENA or any resulting <br />agreement, then the Party through whom the commission is claimed shall indemnify, defend <br />and hold the other Party harmless from any liability related to such commission. The <br />provisions of this Section shall survive termination of this ENA. <br /> <br />e. Relationship of the Parties. The Parties agree that nothing in this ENA shall be deemed or <br />interpreted to create between them the relationship of lessor and lessee, of buyer and seller, <br />or of partners or joint venturers. <br /> <br />f. Authority; Disclosure. YMCA-SV warrants that none of its principals, officers, partners, joint <br />venturers, employees, associates, or affiliates who have any economic interest in this ENA or <br />6.1.B. - Page 11