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<br /> <br /> (h) The parties have each been advised to seek independent legal counsel in entering into this <br />Agreement and the transactions described herein. In the event a party chooses not to seek independent legal <br />counsel, that party does so freely and knowingly and waives any such rights to counsel. As a result, the <br />Parties do not believe that the presumptions of California Civil Code section 1654 relating to the <br />interpretation of contracts against the drafter of any particular clause should be applied in this case and <br />therefore the Parties knowingly and freely waive its effects. <br /> <br /> (i) Any delay in the performance by either Party hereto of its obligations hereunder shall be <br />excused when such delay in performance is due to any cause or event of any nature whatsoever beyond the <br />reasonable control of such Party, including, without limitation, any act of God; any fire, flood, or weather <br />condition; any computer virus, worm, denial of service attack; any earthquake; any act of a public enemy, <br />war, insurrection, riot, explosion or strike; provided, that written notice thereof must be given by such Party <br />to the other Party within ten (10) days after occurrence of such cause or event. <br /> <br /> (j) This Agreement, including any attached addendum, is the entire, complete, final and <br />exclusive expression of the parties with respect to the Subscription Services and supersedes all other <br />agreements or understandings, whether oral or written, or entered into between Client and Vision Internet <br />prior to the execution of this Agreement related thereto. No amendment to this Agreement shall be valid <br />and binding unless in writing duly executed by the parties or their authorized representatives. <br /> <br /> (k) It is understood and agreed that if any interpretation is to be made of this Agreement, the <br />same shall not be construed for or against any of the Parties. If any provision of this Agreement is <br />determined to be invalid, all other provisions shall remain in full force and effect. <br /> <br /> (l) This Agreement may be executed in counterparts, each of which shall be an original and <br />all of which together shall constitute one and the same Agreement. <br /> <br /> (m) All notices under this Agreement shall be in writing and effective on the date of delivery <br />if delivered by personal service, Federal Express, electronic mail or facsimile; or effective three (3) days <br />after deposit in first class U.S. mail, postage prepaid, to each party as follows: <br /> <br />(1) Client: City of Redwood City <br />1017 Middlefield Road <br />Redwood City, CA 94063 <br />Attn: IT Manager <br />Fax: (650)556-9200 <br />Email: ITManager@redwoodcity.org <br /> <br />(2) Vision Internet: <br /> 2530 Wilshire Boulevard, 2nd Floor <br /> Santa Monica, California 90403 <br /> Attn: Contract Administrator <br /> Cc: Rose De Vries <br /> Fax: (310) 656-3103 <br /> Email: contracts@visioninternet.com <br /> <br />(n) Vision Internet is aware of the requirements of California Labor Code Section 1720, et <br />seq., and 1770 et seq., as well as California Code of Regulations, Title 8, Section 1600 et seq. (“Prevailing <br />Wage Laws”), which require the payment of prevailing wage rates and the performance of other <br />requirements on “public works” and “maintenance” projects. If the Subscription Services are being <br />performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing <br />ATTY/AGR/2014.177/VISIONLIVE TM SUBSCRIPTION SERVICES AGR <br />REV: 09-16-14 GK & PT <br />Page 8 of 11 <br />7.1.G. - Page 37