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6.2.B. - Page 10 17. Miscellaneous. The laws of the State of California shall govern this Agreement and all matters relating to it and venue for state court shall be in Redwood City and for federal court in San Francisco. In the performance of this Agreement, Contractor shall abide by and conform to any and all applicable laws, including, but not limited to the Redwood City Municipal Code. Failure or delay by City to exercise a right or power under this Master Agreement will not be a waiver of the right or power. For a waiver of a right or power to be effective, it must be in writing signed by the City. An effective waiver of a right or power will not be construed as either a future or continuing waiver of that same right or power, or the waiver of any other right or power. Rights and obligations which by their nature should survive including, but not limited to those concerning indemnification and the Software License Agreement (Exhibit D), or which this Agreement expressly states will survive will remain in full force and effect following termination or expiration of this Agreement. 18. Contractor Representations. Contractor covenants, represents and warrants the following: 18.1 Contractor has the authority to execute, deliver and perform its obligations under this Master Agreement; 18.2 The execution of this Master Agreement by the individual listed on the signature page and the delivery and performance of this Master Agreement by Contractor have been duly authorized by Contractor; 18.3 Contractor is an entity duly organized, validly existing and in good standing under the laws of the State of Delaware and is authorized to do business in California; 18.4 With respect to hardware sold hereunder, such hardware will be free from any liens, mortgages, conditional bills of sale, security interests, pledges or other encumbrances, or patent or other claims, and title shall pass to City upon delivery of the hardware to City. All risk of loss, damage or destruction of the hardware is the responsibility of Contractor until title passes to City; and 18.5 With respect to the software licensed hereunder, Contractor has the right to grant to City the rights intended to be granted under this Master Agreement and Exhibit D, Software License Agreement and City's use of the software shall only be subject to the Software License Agreement. REV; 09-10-15 VR Page 7 of 61 ATTYIAGR.2015.2171Scheidt & Bachmann USA, Inc. Parking Garage Equipment