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REV: 09-13-2022 MI <br />6. Amendment of MOU and Merger Clause <br />This MOU, including the Exhibit attached hereto and incorporated herein by reference, constitutes <br />the sole MOU of the parties hereto and correctly states the rights, duties, and obligations of each <br />party as of this document's date. In the event that any term, condition, provision, requirement or <br />specification set forth in this body of the MOU conflicts with or is inconsistent with any term, <br />condition, provision, requirement, or specification in any exhibit and/or attachment to this MOU, <br />the provisions of this body of the MOU shall prevail. Any prior MOU, promises, negotiations, or <br />representations between the parties not expressly stated in this document are not binding. All <br />subsequent modifications shall be in writing and will become effective when signed by both <br />parties. <br />7. Records <br />The County shall maintain and preserve all records relating to this MOU in its possession and <br />those of any third-party performing work related to this MOU for a period of five (5) years from <br />the termination of this MOU. <br />8. Assignability <br />The County shall have the right to assign this MOU or any portion thereof to a third party or <br />subcontract with a third party to perform any act required under this MOU without the prior written <br />consent of the City. <br />9. Notices <br />Any written notice, request, demand, or other communication required or permitted hereunder <br />shall be deemed to be properly given when deposited with the United States Postal Service, postage <br />prepaid, or when transmitted by email communication, addressed: <br />In the case of the County, to: <br />Carolyn Bloede, Director <br />County of San Mateo Office of Sustainability <br />455 County Center, 4th Floor <br />Redwood City, CA 94065 <br />Email: cbloede@smcgov.org <br />In the case of the City, to: <br />Vicki Sherman, Environmental Initiatives Coordinator <br />City of Redwood City, CA 94063 <br />Email: vsherman@redwoodcity.org <br />10. Controlling Law and Venue <br />The validity of this MOU, the interpretation of its terms and conditions, and the performance of <br />the parties hereto shall be governed by the laws of the State of California. Any action brought to <br />ATTY/AGR.2022.334/County of San Mateo (Page 4 of 7)