Planning Commission Supplemental Material 09092026

-6- 1310\10\4000039.1 15.Headings. The heading titles for each section of this Agreement are included only as a guide to the contents and are not to be considered as controlling, enlarging, or restricting the interpretation of the Agreement. 16.Severability. If any term of this Agreement (including any phrase, provision, covenant, or condition) is held by a court of competent jurisdiction to be invalid or unenforceable, the Agreement shall be construed as not containing that term, and the remainder of this Agreement shall remain in full force and effect; provided, however, this section shall not be applied to the extent that it would result in a frustration of the Parties’ intent under this Agreement. 17.Waivers. Except as otherwise specified herein, waiver of a breach or default under this Agreement shall not constitute a continuing waiver or a waiver of a subsequent breach of the same or any other provision of this Agreement. 18.Each Party’’s Role in Drafting the Agreement. Each party to this Agreement has had an opportunity to review the Agreement, confer with legal counsel regarding the meaning of the Agreement, and negotiate revisions to the Agreement. Accordingly, neither party shall rely upon Civil Code Section 1654 in order to interpret any uncertainty in the meaning of the Agreement. 19.Governing Law; Venue. This Agreement shall be governed by the laws of the State of California. Any suit, claim or legal proceeding of any kind related to this Agreement shall be heard and filed in a court of competent jurisdiction in the County of Alameda. 20.Integration and Modifications. This Agreement contains all the representations and the entire agreement and understanding among the Parties with respect to the subject matter hereof, and supersedes all prior understandings, agreements (whether written, verbal, implied or otherwise) and communications with respect thereto. None of the terms hereof shall be amended, waived, or otherwise modified except pursuant to a written instrument duly executed by the Parties. 21.No Third-Party Beneficiaries. Nothing in this Agreement, whether express or implied, is intended (i) to confer any rights, benefits or remedies under or by reason of this Agreement on any person or entity other than the Parties and their respective successors and assigns, (ii) to relieve, terminate or discharge any obligation or liability of any person or entity not a party to this Agreement to any Party hereto, or (iii) to give any third person or entity any right of subrogation or action against any party.