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ATTY/AGR.2021.303/SOIL IMPORTATION AGREEMENT – CITY COUNTY <br />REV: 11-24-21 VR <br />Page 5 of 10 <br />7. Continuing Liability. No expiration or termination of this License shall release County <br />from any liability or obligations hereunder resulting from any acts, omissions or events <br />happening prior to the expiration or termination of this License. <br />8. Assignment or Subletting; Successors and Assigns. <br />(a) County shall not transfer, assign, sublet or sublicense (each a, “transfer”) any of <br />its rights or obligations under this License without Owner’s prior written consent, <br />which may be withheld in Owner’s sole and absolute discretion. <br />(b) Subject to the foregoing, this License shall be binding on and inure to the benefit <br />of the parties and their permitted successors and assigns. <br />9. Notices. All notices, demands and other formal communications hereunder shall be <br />deemed given if: (i) delivered personally or by courier; (ii) sent by overnight express <br />delivery; (iii) mailed by registered or certified mail (return receipt requested), postage <br />prepaid, or (iv) sent by email in PDF format ("Email Notification") provided that (x) notice <br />received after 5:00 p.m. on a business day or on a non-business day shall be deemed <br />received on the next business day and (y) any sender of an Email Notification also delivers <br />the notice by one of the methods listed in (i)-(iii) (the "Secondary Notice") (provided that <br />if the recipient of the Email Notification responds with an email acknowledgement of <br />receipt (an automatic "read receipt" does not constitute acknowledgement), Secondary <br />Notice is not required), to a party at its respective address set forth below (or at such other <br />address as shall be specified by the party by like notice given to the other party(ies): <br />Owner: City of Redwood City <br />1017 Middlefield Road <br />Redwood City, CA 94063 <br />Attn: Assistant City Manager <br />Email: akhojikian@redwoodcity.org <br /> <br />with a copy to: City of Redwood City <br />Attn: City Attorney <br />1017 Middlefield Road <br /> Redwood City, CA 94063 <br /> Email: vramirez@redwoodcity.org <br /> <br />County: County of San Mateo <br /> 555 County Center, 4th Floor <br /> Redwood City, CA 94063 <br />Attn: Don Grady, Real Property Manager <br />Email: dgrady@smcgov.org <br /> <br />with a copy to: County of San Mateo, Office of the County Counsel <br />400 Country Center <br />Redwood City, CA 94063 <br />Email: tfox@smcgov.org <br />10. Miscellaneous. This License may be executed in one or more counterparts. The Recitals <br />and Exhibits hereto, and defined terms therein, are incorporated into this License by this