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02/09/2015 Article IX -MISCELLANEOUS PROVISIONS 9.01 Notices It shall be the responsibility of the Sheriff or his/her designee to ensure all notices are provided to Member Agencies and posted in compliance with the legal requirements of the Agreement. 9.02 Severability If any one or more of the terms,provisions,promises, covenants, or conditions of this Agreement were, to any extent, adjudged invalid, unenforceable, void, or voidable for any reason whatsoever by a court of competent jurisdiction, each and all of the remaining terms,provisions,promises, covenants, and conditions of this Agreement shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law. 9.03 Supersession It is mutually understood and agreed by the Member Agencies that this Agreement supersedes the 199'7 San Mateo County Operational Area Joint Powers Agreement, any previous agreements on this subject matter and any amendments thereto. 9.04 Assignment No Member Agency shall assign any rights or obligations under this Agreement without the prior written consent of the Council. 9.05 Governing Law This Agreement is made and to be performed in the State of California, and as such, California substantive and procedural law shall apply. Venue for any litigation under this Agreement shall be in the County of San Mateo. 9.06 Headings The section headings herein are for convenience only and are not to be construed as modifying or governing the language of this Agreement. 9.07 Counterparts This Agreement may be executed in counterparts, each of which will be deemed an original and all of which shall constitute this Agreement. 9.08 No Third Party Beneficiaries This Agreement and the obligations hereunder are not intended to benefit any party other than the Authority and its Members Agencies, except as expressly provided otherwise herein. No entity that is not a signatory to this Agreement shall have any rights or causes of action against any party to this Agreement as a result of that party's performance or non-performance under this Agreement, except as expressly provided otherwise herein. 9.09 Filing of Notice of Agreement Within 30 days after the Effective Date,the Secretary shall cause to be filed with the Secretary of State the notice of Agreement required by the Act. Within 30 days after any amendment to this Agreement, the Secretary shall file the amendment with the Secretary of State. 9.10 Conflict of Interest Code The Organization shall adopt a conflict of interest code as required by law. Member Agencies understand that representatives and alternate representatives are listed on the Organization's Conflict of Interest Code and will be responsible for filing a Form 700 with the Organization. October 17,2014 Page 11 RESO.#15390 MUFF#304