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<br />....:S: / (? - /7 <br /> <br />" <br /> <br />10.7 Waiver of Breach. The waiver by either party of a breach or violation of any provision of this <br />Agreement shall not operate as. nor be construed to be, a waiver of any subsequent breach thereof. <br /> <br />10.8 Applicable Law. This Agreement shall be governed in all respects by the laws of the State of <br />California, <br /> <br />10.9 Indemnification. Client agrees to indemnify MHN. its directors. officers. employees and agents. <br />and hold them harmless. for any and all reasonable expenses, claims. liabilities and judgments arising out of <br />the performance of this Agreement but only in proportion to and to the extent such liability, loss, expenSe, <br />attorney's fees. or claims for injury or damages are caused by or result from negligent or mtentional acts or <br />omissions on the part of Client or its directors, officers. employees. or agents. <br /> <br />MHN agrees to indemnify Client. its directors, officers, employees and agents, and hold them harmless. for <br />any and all reasonable expenses. claims. liabilities and judgments arising out of the performance of this <br />Agreement but only in proportion to and to the extent such liability, loss. expense. attorney's fees. or claims <br />for injury or damages are caused by or result from negligent or intentional acts or omissions on the part of <br />MHN or its directors. officers, employees. or agents. <br /> <br />10.10 Assignments/Subcontracting. Neither party shall have the right to assign, delegate or subcontract <br />any of its rights or obligations without the prior written consent of the other party. Notwithstanding the <br />foregoing, MHN shall have the right to sell. transfer. conveyor assign this Agreement to any successor, <br />subsidiary, parent or affiliate of MHN and such assignee shall acquire all of the rights, duties and <br />obligations of MHN set forth herein. <br /> <br />IN WITNESS WHEREOF, the parties have executed this Agreement the day and year flfst set forth above. <br /> <br />"Client" <br />CITY OF REDWOOD CITY <br />1017 Middlefield Road <br /> <br />:~A 94063 <br /> <br />N~me: ~ R;.IljU-g~~ <br />Tale: DfILc~12- ~ I:/-1f! <br />:)- Itj-03 <br /> <br /> <br />"MHN" <br />MANA G ED HEALTH NETWORK <br />1600 Los Gamos Drive. Suite 300 <br />San Rafael. CA 94903 <br /> <br />By. '~"-'-~£k <br /> <br />,., . <br /> <br />Name: E:7~ld V. Co, I <br />Title: P{'~I'd.~ <br />/ /l-~/()~ <br />I I / <br /> <br />uU <br /> <br />Date: <br /> <br />Date: <br /> <br />#52 Ii / I2I19!"-002 <br /> <br />Page 7 of 12 <br />