Agmt20 Redwood City Improvement Association-CBID Operating Agreement

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28. Commencement, Completion and Close Out. It shall be the responsibility of RCIA to coordinate and schedule the work to be performed so that commencement and completion take place in accordance with the provisions of this Agreement. Any time extension granted to RCIA to enable RCIA to complete the work must be in writing and shall not constitute a waiver of rights the City may have under this Agreement. Should the RCIA not complete the work by the scheduled date or by an extended date, the City shall be released from all of its obligations under this Agreement. 29. Governing Law. This Agreement shall be governed by the laws of the State of California. 30. Notices. If either Party shall desire or be required to give notice to the other, such notice shall be given in writing, by prepaid U.S. certified or registered postage, addressed to recipient as follows: For the City of Redwood City: City Manager City of Redwood City 1017 Middlefield Road Redwood City, CA 94063 Attn: Economic Development Manager For RCIA: RCIA President 1450 Veterans Blvd, Suite 125 Redwood City, CA 94063 31. Entire Agreement of the Parties. This Agreement supersedes any and all agreements, either oral or written, between the Parties with respect to the obligations of the Parties with regard to the District and contains all of the representations, covenants and agreements between the Parties with respect to the rendering of those obligations. Each Party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any Parties, which are not contained in this Agreement, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. 32. Modification. Any alteration, change or modification of or to this Agreement shall not be effective unless made in writing in each instance signed on behalf of each Party. 33. Waiver. The failure of the City to enforce a particular condition or provision of this Agreement shall not constitute a waiver of that condition or provision or its enforceability. 34. Headings. All headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement. 35. Counterparts. This Agreement may be executed in counterparts, which when taken together shall constitute a single signed original as though all parties had executed the same page. 36. Severability. If any term, provision, or covenant of this Agreement, or its application to any Party or circumstances shall be held by a court of competent jurisdiction, to be to any extent, invalid, ATTY/AGR/2020.108/RWC CBID OPERATING AGREEMENT REV: 06-25-2020 MI Page 17 of 18