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DocuSign Envelope ID: 27990035-B8E8-4557-9AOD-5A1C5392E9EO <br />Base Document <br />provided that any changes to sections 4.4, 4.5 or 5.6 also require written <br />concurrence by the LPS Committee. <br />10.0 Assignment and Delegation. Redwood City shall not assign its rights or delegate <br />its duties under this Local Project Sponsor Agreement. Any attempted <br />assignment or delegation shall be null and void, and constitute a material <br />breach of this Local Project Sponsor Agreement. <br />11.0 Governing Law and Venue. This Local Project Sponsor Agreement shall be <br />governed by, and construed in accordance with, the substantive and <br />procedural laws of the State of California. Redwood City further agrees and <br />consents that the venue of any action brought between Redwood City and <br />ABAG shall be exclusively in the County of Alameda. <br />12.0 Validity and Severability. If any provision offhis Local Project Sponsor Agreement <br />or the application thereof to any person or circumstance is held invalid, the <br />remainder of this Local Project Sponsor Agreement and the application of such <br />provision to other persons or circumstances shall not be affected thereby. <br />13.0 No Waiver. No waiver by either party of any event of breach and/or breach of <br />any provision of this Local Project Sponsor Agreement shall constitute a waiver of <br />any other event of breach and/or breach. Either party's nonenforcement at <br />any time, or from time to time, of any provision of this Local Project Sponsor <br />Agreement shall not be construed as a waiver thereof. <br />14.0 Priority of Documents. The provisions of the Grant Agreement shall prevail over <br />provisions of this Local Project Sponsor Agreement. <br />END OF BASE DOCUMENT <br />SIGNATURE PAGE TO FOLLOW <br />DWR Prop 84- Local Project Sponsor Agreement- IRWM 2- Redwood City -OWP 102244 <br />7of16 <br />