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the purchase of such products and services. The agreement to purchase such third party <br />products and services may have a term that is shorter or longer than the Agreement Term. <br />12.3.2. The initial purchase of third party products and services under this Agreement is set forth in <br />the Statement of Work and Attachments. The parties may by mutual consent add additional <br />products and/or Services to those listed in the initial order form. <br />12.3.3. CORE may provide Customer with services to implement or support such additional third <br />party products and/or services. The parties may by mutual agreement add those CORE - <br />provided services to the Statement of Work. <br />12.4. Governing Law and Venue. This Agreement is made pursuant to, and shall be, resolved in, governed <br />by and construed in accordance with the laws of the State of California without regard to conflict of <br />law provisions. Sole and exclusive jurisdiction for any action or proceedings arising out of or related <br />to this Agreement or an order shall be in an appropriate state or federal court in San Mateo County. <br />12.5. Notice. All notices, authorizations, and requests in connection with this Agreement shall be deemed <br />given on the day they are: (i) sent by prepaid courier service (e.g., FedEx, UPS, etc.) or (ii) sent via <br />email provided that receipt of such email is specifically acknowledged by the recipient, and are <br />addressed as set forth below, which designated person(s) may be amended by either party by giving <br />written notice to the other party: <br />CORE: <br />Customer: <br />Attn: Contracts Manager <br />City of Redwood City <br />CORE Business Technologies <br />Attn: IT Manager <br />2224 Pawtucket Avenue <br />1017 Middlefield Road <br />East Providence, RI 02914 <br />Redwood City, CA 94063 <br />4core@corebt.com <br />itmanager@redwoodcity.org <br />(650)780-7090 <br />12.6. Modifications. No modification, waiver, or amendment of any term or condition of this Agreement <br />shall be effective unless and until it shall be in writing and executed by both of the parties hereto or <br />their legal representatives. <br />12.7. Severability. In the event that any provision, clause, term, or condition hereof shall be held to be <br />illegal or void, such determination shall not affect the validity or legality of the remaining terms and <br />conditions, and notwithstanding any such determination, this Agreement shall continue in full force <br />and effect unless the particular clause, term, or condition held to be illegal or void renders the <br />balance of the Agreement impossible to perform. <br />12.8. Entirety. This Agreement, together with the Attachments hereto, contains the entire agreement <br />between the parties and supersedes any prior or inconsistent agreements, negotiations, <br />representations and promises, written or oral between the parties respecting the subject matter <br />hereof. Furthermore, the parties agree that the terms and conditions of any purchase order, invoice, <br />procurement internet portal, or other form or document shall be void and of no effect against the <br />other party notwithstanding any signature on such form or document by the party's employee or <br />agent. Any employee's or agent's signature on the other party's form or document shall be effective <br />only to establish receipt of services. <br />Page 7 of 8 <br />ATTY/AGR/2019.118.1/CHERRYROAD ERP IMPLEMENTATION SERVICES- COREBT SOFTWARE LICENSE AGR <br />REV: 05-28-19 PR <br />