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DocuSign Envelope ID: 1976C434-098C-4F2E-A816-F74F920152DE <br />10. Merger Clause; Amendments <br />This Agreement, including the Exhibits and Attachments attached to this Agreement and incorporated by <br />reference, constitutes the sole Agreement of the parties to this Agreement and correctly states the rights, <br />duties, and obligations of each party as of this document's date. In the event that any term, condition, <br />provision, requirement, or specification set forth in the body of this Agreement conflicts with or is <br />inconsistent with any term, condition, provision, requirement, or specification in any Exhibit and/or <br />Attachment to this Agreement, the provisions of the body of the Agreement shall prevail. Any prior <br />agreement, promises, negotiations, or representations between the parties not expressly stated in this <br />document are not binding. All subsequent modifications or amendments shall be in writing and signed by <br />the parties. <br />11. Controllinq Law: Venue <br />The validity of this Agreement and of its terms, the rights and duties of the parties under this Agreement, <br />the interpretation of this Agreement, the performance of this Agreement, and any other dispute of any <br />nature arising out of this Agreement shall be governed by the laws of the State of California without <br />regard to its choice of law or conflict of law rules. Any dispute arising out of this Agreement shall be <br />venued either in the San Mateo County Superior Court or in the United States District Court for the <br />Northern District of California. <br />12. Notices <br />Any notice, request, demand, or other communication required or permitted under this Agreement shall <br />be deemed to be properly given when both: (1) transmitted via facsimile to the telephone number listed <br />below or transmitted via email to the email address listed below; and (2) sent to the physical address <br />listed below by either being deposited in the United States mail, postage prepaid, or deposited for <br />overnight delivery, charges prepaid, with an established overnight courier that provides a tracking number <br />showing confirmation of receipt. <br />In the case of County, to: <br />Name/Title: <br />Selina Toy Lee, Program Director <br />Address: <br />1 Davis Drive, Belmont, CA 94002 <br />Telephone: <br />650-802-5120 <br />Email: <br />SToy-Lee@smcgov.org <br />In the case of Grantee, to: <br />Namelritle: <br />Address: <br />Telephone: <br />Email: <br />13. Electronic Signature <br />Melissa Stevenson Diaz, City Manager <br />2600 Middlefield Road, Redwood City, CA 94063 <br />650-780-7510 <br />mdiaz@redwoodcity.org <br />Both County and Grantee wish to permit this Agreement and future documents relating to this Agreement <br />to be digitally signed in accordance with California law and County's Electronic Signature Administrative <br />Memo. Any party to this Agreement may revoke such agreement to permit electronic signatures at any <br />time in relation to all future documents by providing notice pursuant to this Agreement. <br />Template Version August 26. 2016 <br />Page <br />