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8. General. a. Assignment/Delegation. The qualifications and identity of YMCA-SV are of particular concern to City. It is because of those unique qualifications and identity that City has entered into this ENA. Accordingly, neither Party shall assign, delegate or transfer any interest in or duty under this ENA without the prior written consent of the other Party, and no assignment, delegation or transfer (collectively, "Assignment") shall be of any force or effect unless and until the other Party has consented in writing and provided that any such entity associated with the Assignment agrees to be bound by all the terms and conditions set forth in this ENA. b. Amendment. This ENA may be modified at any time by the mutual consent of the Parties. No amendment to this ENA shall be effective unless it is made in writing and signed by both Parties. Any portion of this ENA which is not specifically amended shall remain unchanged. c. Notices. Either Party may give notice to the other Party by facsimile transmission with a confirmation telephone call, first class mail postage prepaid, personal delivery or express delivery by a delivery service such as Federal Express. Notice shall be deemed accomplished upon receipt, provided however that notice given by first class mail shall be deemed received two (2) days after deposit in the US. mail, first class postage prepaid to addresses set forth below: Kathy Riggins, President and CEO YMCA of Silicon Valley 80 Saratoga Ave. Santa Clara, CA 95051 City Manager City of Redwood City 1017 Middlefield Road Redwood City, CA 94063 d. No Commissions. Each Party represents and warrants that it has not entered into any agreement, and has no obligation, to pay any real estate commission in connection with the transaction contemplated by this ENA. If a real estate commission is claimed through either Party in connection with the transaction contemplated by this ENA or any resulting agreement, then the Party through whom the commission is claimed shall indemnify, defend and hold the other Party harmless from any liability related to such commission. The provisions of this Section shall survive termination of this ENA. e. Relationship of the Parties. The Parties agree that nothing in this ENA shall be deemed or interpreted to create between them the relationship of lessor and lessee, of buyer and seller, or of partners or joint venturers. ATTY/AGR/2016.125/RWC-YMCA EXCLUSIVE NEGOTIATING AGREEMENT REV: 07-18-16 VR Page 7 of 12