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<br />Page 8 of 8 <br /> <br /> <br /> <br />No Assignment: Neither party may assign or transfer this Agreement or any of its rights (other than rights <br />to receive payments) or obligations hereunder without the written consent of other party, unless the <br />assignment is to an affiliate of the assigning party pursuant to an internal reorganization or acquisition of <br />the assigning party, or the assignment is made to an entity that acquires all or substantially all of the <br />assigning party’s assets. In the case of a Group assignment under this paragraph, Group shall provide <br />notice to the Hotel and Group shall remain liable unless and until Hotel releases the Group. Any attempted <br />assignment or transfer by Group without such consent may, at the option of Hotel, be deemed to be a <br />Cancellation, in which case Group shall be liable for a Cancellation Fee set forth herein. <br /> <br />Miscellaneous: Each person signing this Agreement warrants that he or she is authorized to bind the <br />party for which he or she is signing. Any provision of this Agreement that is deemed unenforceable shall <br />be ineffective to the extent of such unenforceability without invalidating or rendering the remainder of this <br />Agreement invalid. Each party shall execute such other and further documents as may be necessary to <br />carry out the intention as well as to comply with the provisions of this Agreement. The failure of either party <br />to insist, at any time, on strict performance of any terms or conditions of this Agreement, or to exercise any <br />option, right or remedy contained in this Agreement, shall not be construed as a waiver or as a <br />relinquishment for the future of such term, condition, option, right or remedy. No waiver by either party of <br />any term or condition hereof shall be deemed to have been made unless expressed in writing and signed <br />by such party. <br /> <br />EXECUTION OF AGREEMENT <br /> <br />Hotel’s transmission of an unsigned copy of this Agreement to the Group or its Agent shall be deemed an <br />invitation for Group to make an offer. The Group or Agent’s return of its signature on a copy of this <br />Agreement shall be deemed an offer by the Group. Hotel’s subsequent signature of the Agreement shall <br />be deemed an acceptance of the Group’s offer by Hotel. <br /> <br />This Agreement may be executed in one or more counterparts, which together shall constitute one and the <br />same Agreement. Signatures sent by facsimile or equivalent means shall be deemed original, valid and <br />binding signatures to this Agreement. <br /> <br />Any handwritten changes to this document will not be binding unless initialed by authorized representatives <br />of both parties. <br /> <br />Each individual signing this document represents and warrants that he or she has authority to bind the party <br />for which he or she signs. <br /> <br />IN WITNESS WHEREOF, Hotel and Group have entered into this Agreement in manner and form <br />sufficient to bind them effective as of the last date identified below. <br /> <br />The Legal Owner Entity of Carmel Mission Inn, <br />through its Agent <br /> <br />By: _____________________________ <br /> <br />Name: Clayton Butterfield <br /> <br />Title: Executive Meetings Manager <br /> <br />Date: _________________________ <br />City of Pleasanton <br /> <br /> <br />By: _____________________________ <br /> <br />Name: ___________________________ <br /> <br />Title: ___________________________ <br /> <br />Date: _________________________ <br /> <br />Docusign Envelope ID: 72634566-D260-4211-B250-66B356828C55 <br />APPROVED AS TO FORM: <br />Daniel G. Sodergren, City Attorney <br />ATTEST: <br />Jocelyn Kwong, City Clerk <br />11/21/2025 <br />Gerry Beaudin <br />City Manager