Reso25-02 0024 PC Reso 901 El Camino Real

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Page 36 of 39 understandings, representations and statements, oral or written are merged herein and shall be of no further force or effect. Section 8.9 Duration and Amendment of Agreement. This Agreement shall remain in effect for the Term (as defined above) unless sooner terminated in accordance with this Agreement. Any alteration, change or modification of or to this Agreement, in order to become effective, shall be made by written instrument or endorsement thereon and in each such instance executed on behalf of each party hereto. This Agreement, and any section, subsection, or covenant contained herein, may be amended only upon the written consent of the City Manager who shall have authority to approve or disapprove amendments on behalf of the City. Section 8.10 No Claims. Nothing contained in this Agreement shall create or justify any claim against the City by any person that Developer or Qualified Designee may have employed or with whom Developer or Qualified Designee may have contracted relative to the purchase of materials, supplies or equipment, or the furnishing or the performance of any work or services with respect to the Affordable Site. Section 8.11 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 Developer 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 Developer or Qualified Designee to perform any obligation under ATTY/RESO.0024/PC RESO 901 EL CAMINO REV: 04-11-25 VR