AgdaPkt 2019-05-20 Joint SA PFA - Laserfiche WebLink

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6.B. - Page 9 of 46 CITY: City of Redwood City 1017 Middlefield Road Redwood City, CA 94063 Attention: City Manager With a copy to: Burke, Williams & Sorensen, LLP 1901 Harrison Street, 9th floor Oakland, CA 94612 Attention: Susan E. Bloch, Esq. 12.2 Entire Agreement. This Agreement, together with the other documents referenced in this Agreement contains the entire agreement among the parties with respect to the subject matter hereof, and supersedes all prior written or oral agreements, understandings, representations or statements among the parties with respect thereto. 12.3 Amendment. This Agreement may be amended or modified only by a written instrument executed by the parties. 12.4 Attorneys' Fees. The prevailing party in any action to enforce or interpret this Agreement shall be entitled to recover its reasonable attorneys' fees and costs 12.5 Governing Law, Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws. Any action to enforce or interpret this Agreement shall be filed and heard in the Superior Court of San Mateo County, California or in the Federal District Court for the Northern District of California. 12.6 Headings; Interpretation. The section headings and captions used herein are solely for convenience and shall not be used to interpret this Agreement. 12.7 Action or Approval. Whenever action and/or approval by City is required under this Agreement, the City's City Manager or his or her designee may act on and/or approve such matter unless specifically provided otherwise, or unless the City Manager determines in his or her discretion that such action or approval requires referral to the City Council for consideration. 12.8 Severability. If any term, provision, or condition of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect unless an essential purpose of this Agreement is defeated by such invalidity or unenforceability. 12.9 No Third Party Beneficiaries. Except as expressly set forth herein, nothing contained in this Agreement is intended to or shall be deemed to confer upon any person, other than the parties and their respective successors and assigns, any rights or remedies hereunder. 12.10 Parties Not Co -Venturers; No Agency Relationship. Nothing in this Agreement is intended to or shall establish the parties as partners, co -venturers, or principal and agent with one Page 6 of 12 ATTY/DOCS-AGR/2019.120 REDWOOD OAKS ASSOCIATION II LP —ASSIGNMENT, ASSUMPTION, AND LOAN MODIFICATION AGREEMENT REV: 05-10-19 DZ 37