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Page 6 of 7 <br />ATTY/AGR/2022.014.03/TRI-PARTY AGREEMENT <br />REV: 01-25-2022 VR <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 <br />reference. Together with the Tri-Party Agreement, this License, including the documents <br />referenced herein, contains all the parties’ agreements regarding the subject matter <br />herein, and supersedes any previous negotiations or agreements, oral or written relating <br />thereto. This License shall be construed and enforced in accordance with the laws of the <br />State of California, without reference to choice of law provisions. Any legal actions under <br />this License shall be brought only in the Superior Court of the County of San Mateo, State <br />of California. This License shall be interpreted as though prepared jointly by both parties, <br />the parties agree that each party and its respective counsel have reviewed and approved <br />this License, and that any rule of construction to the effect that ambiguities are to be <br />resolved against the drafting party shall not apply in the interpretation of this License. This <br />License may not be altered or modified except by another writing signed by both parties. <br />11. Authority to Execute License.Each person or entity executing this License on behalf <br />of a party represents and warrants that such person is duly and validly authorized to do <br />so on behalf of the entity it purports to bind and if such person or entity is a partnership, <br />corporation or trustee, that such partnership, corporation or trustee has full right and <br />authority to enter into this License and perform all of its obligations hereunder. <br />12. Electronic Signatures Provision. Electronic signatures may be used in place of original <br />signatures on this License. Each party intends to be bound by the signatures on the <br />electronic document, is aware that the other parties will rely on the electronic signatures, <br />and hereby waives any defenses to the enforcement of the terms of this License based <br />on the use of an electronic signature. All parties must sign the document electronically <br />IN WITNESS WHEREOF, the parties have set their hands. <br />“OWNER” <br />CITY OF REDWOOD CITY, a charter city and municipal corporation <br />By: __________________________________ <br />Print Name: ___________________________ <br />Its: __________________________________ <br />MGR-Melissa Diaz <br />City Manager