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Section 5.11 Limitation on Damages. Notwithstanding any contrary provision of this Agreement, in no event shall any party be liable for, or be required to indemnify, protect defend or hold the other party harmless from or against, any speculative, consequential or punitive damages; provided, however, this limitation shall not apply to damages resulting from Qualified Designee's recordation of an instrument or lien against the Affordable Site or any portion thereof in violation of this Agreement. Section 8.12 Applicable Law and Venue. This Agreement shall be construed according to its fair meaning and as if prepared by both parties hereto. This Agreement shall be construed and governed in accordance with the laws of the State of California. Any action brought by any party to this Agreement for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Mateo, State of California. The parties waive all provisions of law providing for a change of venue in any proceeding to any other county. Section 8.13 Waivers. Any waiver by the City of any obligation or condition in this Agreement must be in writing. No waiver will be implied from any delay or failure by the City to take action on any breach or default of Donor or Qualified Designee or to pursue any remedy allowed under this Agreement or applicable law. A waiver by any party hereto of a breach of any of the covenants, conditions, or agreements hereof to be performed by the other party shall not be construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions, or conditions hereof. Any extension of time granted to Donor or Qualified Designee to perform any obligation under this Agreement shall not operate as a waiver or release from any of its obligations under this Agreement. Consent by the City to any act or omission by Donor or Qualified Designee shall not be construed to be a consent to any other or subsequent act or omission or to waive the requirement for the City's written consent to future waivers. Section 8.14 Title of Parts and Sections. Any titles of the sections or subsections of this Agreement are inserted for convenience of reference only and shall be disregarded in interpreting any part of the Agreement's provisions. and captions are for convenience only and shall not constitute a portion of this Agreement. As used in this Agreement, masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others wherever and whenever the context so dictates Section 8.15 Multiple Originals; Counterpart. This Agreement and any modifications, amendments or supplements thereto may be executed in several counterparts each of which is deemed to be an original, and all so executed shall constitute one agreement binding on all parties hereto, notwithstanding that all parties are not signatories to the original or the same counterpart. ATTY/AGR/2024.193.1—AFFORDABLE HOUSING LAND DONATION AGREEMENT REV: 10-22-24 VR Page 31 of 35