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REV: 12-22-22 MI <br />6.Relationships. Nothing contained in this Agreement shall be deemed to constitute either <br />party a partner, joint venturer or employee of the other party for any purpose. <br />7.Severability. If a court finds any provision of this Agreement invalid or unenforceable, the <br />remainder of this Agreement shall be interpreted so as best to effect the intent of the parties. <br />8.Integration. This Agreement expresses the complete understanding and entire agreement of <br />the parties with respect to the subject matter and supersedes all prior proposals, agreements, <br />representations, and understandings. This Agreement may not be amended except in a writing <br />signed by both parties. <br />9.Waiver. The failure to exercise any right provided in this Agreement shall not be a waiver of <br />prior or subsequent rights. <br />10.Interpretation and Presumption. This Agreement shall be interpreted in accordance with <br />California law. It is the parties' express intent that no presumption shall arise from the identity of <br />the drafter. <br />11.Indemnification. Receiving Party shall defend, indemnify, and hold harmless Disclosing <br />Party from and against any and all claims, damages, losses, and causes of action which may be <br />asserted against or suffered by Disclosing Party arising out of the receipt of Confidential <br />Information by Receiving Party, its subsequent disclosure, and/or any breach by Receiving Party <br />of its obligations under this Agreement. <br />12.Attorney’s Fees and Costs. In the event of litigation between the parties concerning the <br />interpretation, implementation, or termination of this agreement neither party shall claim attorney’s <br />fees or litigation costs against the other. <br />This Agreement and each party's obligations shall be binding on the representatives, assigns and <br />successors of such party. Each party has signed this Agreement through its authorized <br />representative. <br />CIVITAS ADVISORS, INC. CITY OF REDWOOD CITY, CALIFORNIA <br />_________________________ ______________________________ <br />(Signature) (Signature) <br />John Lambeth Melissa Stevenson Diaz <br />President & CEO City Manager <br />__________________________ <br />gggnanture) <br />ATTY/AGR.2022.437/Civitas Advisors, Inc. (SF Peninsula TOT Data) (Page 2 of 2)