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utilities, or equipment provider, or any other cause beyond the reasonable control of the party delayed or prevented from performing. 12.5 Severability; Waiver. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Any express waiver or failure to exercise promptly any right under this Agreement will not create a continuing waiver or any expectation of non -enforcement. There are no third -party beneficiaries to this Agreement. 12.6 Assignment. Except as set forth in this Section, neither party shall assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations to a third party without the other party's prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed. Either party may assign, without such consent but upon written notice, its rights and obligations under this Agreement to: (i) any entity that acquires all or substantially all of its capital stock or its assets related to this Agreement, through purchase, merger, consolidation, or otherwise. Any other attempted assignment shall be void. This Agreement shall inure to the benefit of and bind each party's permitted assigns and successors. 12.7 Independent Contractors. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party has any authority of any kind to bind the other party in any respect. 12.8 Attorneys' Fees. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees. 12.9 Governing Law and Jurisdiction. This Agreement shall be governed by the laws of the State of California with regard to its conflict of laws provisions. Exclusive jurisdiction for litigation of any dispute, controversy or claim arising out of or in connection with this Agreement shall be only in the Federal or State court with competent jurisdiction over or located in San Mateo County, California, and the parties hereby submit to the personal jurisdiction and venue therein. 12.10 Complete Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement. No modification of this Agreement will be binding, unless in writing and signed by an authorized representative of each party. Signatures REDWOOD CITY,,, � p� OPENGI Signature: % V l (� x t/V"[/c�C% L(LQi({/) j/1,�N Signatu Melissa Stevenson Diaz Name: City Manager I Title: Date: 4// /� Date: Attest; -C Pamela Aguilar, City Clerk Page 8 of 17 REV: 03-25-19 PR ATTY/AGR.2019.068/OpenGov Software Suite 3 - ;Z -T'— 20 / �