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<br />203193300.19 -50-
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<br />in this Agreement to Sections, Appendices and Exhibits are to Sections, Appendices and Exhibits of this
<br />Agreement.
<br />25.10 Operator shall conduct the work to be performed pursuant to this Agreement as an
<br />independent contractor and not as an agent of MTC or any Participating City.
<br />25.11 This Agreement shall be governed in all respects, including validity, interpretation and
<br />effect, and construed in accordance with, the laws of the State of California, irrespective of conflict of
<br />laws principles, as applicable to contracts entered into and to be performed entirely within the State of
<br />California.
<br />25.12 Subject to the requirement that disputes be addressed in accordance with the Dispute
<br />Resolution Process, each hereby irrevocably submits to the jurisdiction of any State or federal court
<br />sitting in San Francisco County, California, over any suit, action or proceeding arising out of or relating to
<br />this Agreement. Each party hereby irrevocably waives, to the fullest extent permitted by law, any
<br />objection it may now or hereafter have to such venue as being an inconvenient forum.
<br />25.13 Should any party employ an attorney for the purpose of enforcing or construing this
<br />Agreement, or any judgment based on this Agreement, in any legal proceeding whatsoever, including
<br />insolvency, bankruptcy, arbitration, declaratory relief or other litigation, the prevailing party shall be
<br />entitled to receive from the other party or parties thereto reimbursement for all reasonable attorneys’ fees
<br />and all costs, including but not limited to service of process, filing fees, court and court reporter costs,
<br />investigative costs, expert witness fees and the cost of any bonds, whether taxable or not, and such
<br />reimbursement shall be included in any judgment, decree or final order issued in that proceeding. The
<br />“prevailing party” means the party in whose favor a judgment, decree, or final order is rendered.
<br />25.14 No provision of this Agreement nor any Appendix or Exhibit shall be amended or
<br />otherwise modified, in whole or in part, except by a written instrument, duly executed by the Parties and
<br />approved as required by applicable law.
<br />25.15 This Agreement may be executed in one or more counterparts which, when taken together,
<br />shall constitute one and the same.
<br />25.16 Time is of the essence with respect to the obligations of the parties under this Agreement
<br />and with respect to the deadlines for submitting notices, including, without limitation, a KPI Failure
<br />Notice, a KPI Contest Notice or any notice under Section 15.3 or 18.1.
<br />25.17 If Operator publishes a work dealing with any aspect of performance under this
<br />Agreement, or of the results and accomplishments attained in such performance, then MTC shall have a
<br />royalty-free, non-exclusive and irrevocable license to reproduce, publish, or otherwise use and to
<br />authorize others to use the publication, or, in the event that only a portion of the publication deals with an
<br />aspect of performance under this Agreement, such portion of the publication.
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