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12.3 Service of Process. Company shall designate a person in California who is authorized to accept service of process on behalf of Company. 12.4 Operations Center. Company's Operations Center shall be available to City staff 24 hours a day, 7 days a week, regarding problems or complaints resulting from the Equipment installed pursuant to this Agreement and may be contacted by telephone at: 888-632-0931 regarding such problems or complaints. 12.5 Assignment. Company shall not assign or transfer any interest in this Agreement nor the performance of any of Company's obligations hereunder, without the prior written consent of City which consent shall not be unreasonably withheld, and any attempt by Company to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect; provided, however, Company may assign its rights and delegate its obligations hereunder without first obtaining the City's consent to a corporation, limited liability company, partnership or other business entity wholly controlled or owned by Company or to the purchaser of all or substantially all of the Company's assets. An assignment shall not be effective until the Assignee agrees in writing to comply with and be subject to all the terms and conditions of this Agreement, the Code, and the Zoning Code. This Agreement may be assigned in its entirety; however, Company shall remain liable for any outstanding obligations incurred prior to such assignment. 12.6 Entire Agreement. This Agreement contains the entire agreement and understanding between the parties with respect to the subject matter herein. There are no representations, agreements or understandings (whether oral or written) between or among the parties relating to the subject matter of this Agreement that are not fully expressed herein. 12.7 Amendments. This Agreement may not be amended except pursuant to a written instrument signed by both parties. 12.8 Severability. If any one or more of the provisions of this Agreement shall be held by a court of competent jurisdiction in a final judicial action to be void, voidable, or unenforceable, such provision(s) shall be deemed separable from the remaining provisions of this Agreement and shall in no way affect the validity of the remaining portions of this Agreement. 12.9 Survival. All of the provisions, conditions and requirements of this Agreement shall be in addition to any and all other obligations and liabilities Company may have to the City at common law, by statute, or by contract, and shall survive the City's Agreement to Company and any renewals or extensions thereof. All of the provisions, conditions, regulations, and requirements contained in this Agreement shall further be binding upon the heirs, successors, executors, administrators, legal representatives and assigns of the parties and all privileges, as well as all obligations and liabilities of each party shall inure to its heirs, successors and assigns equally as if they were specifically mentioned wherever such party is named herein. 12.10 Governing Law and Venue. This Agreement shall be subject to, and governed and construed by and in accordance with, the laws of the State of California. In the event that suit is brought by a party to this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in San Mateo County, or in the United States District Court, Northern District of California. ATTY/AGR/2019.105/CROWN CASTLE FIBER, LLC REV: 04-23-19 DZ Page 16 of 21