Agmt23 Downtown Business Group - Farmers Market

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REV: 07-14-2023 RL c. Notices, advertisements and solicitations placed in accordance with federal law, rule or regulation shall be deemed sufficient for the purpose of meeting the requirements of this Section. d. Licensee shall include the provisions of the foregoing paragraphs a, b and c in every subcontract or purchase order of over $10,000, so that the provisions will be binding upon each subcontractor or vendor. 20. Community Outreach; Signs. Licensee shall be solely responsible for community outreach and publicizing the farmers’ market events, including the signage and advertising. All signage and advertising shall be conducted in compliance with Laws. City agrees to cooperate with Licensee in strategizing its marketing approach as City deems appropriate. For purposes of Licensee’s signage program only, the farmers’ market events are deemed City co-sponsored events. Any and all signs for the farmers’ market shall include the City Logo and shall be subject to approval by the City Manager or their designee. City’s co-sponsorship does not in any way guarantee display of farmers’ market event signs, including across-the-street banners and banners on City- owner lights, for any specific period or at all. Any display, including length of time of displays, shall be subject to the City Manager or their designee’s approval in accordance with Chapter 3 of the Redwood City Municipal Code. 21. Amendment. This Agreement may be amended by a written instrument signed by both parties. 22. Applicable Law and Venue. This Agreement is made, entered into, and shall be performed in the City of Redwood City, California, and all rights and remedies of the parties hereto shall be construed and enforced in accordance with the laws of the State of California. In the event that suit shall be brought by either party to this Agreement, the parties agree that venue shall be exclusively vested in the State courts of the County of San Mateo. 23. Taxes. City is exempt from the payment of federal excise taxes and State Sales and Use Tax on all tangible, personal property for its use or consumption. Licensee recognizes and understands that it is responsible for the payment of all City, County, State, and Federal taxes required by law. 24. Relocation Waiver. Licensee fully releases and discharges City from all and any manner of rights, demands, liabilities, obligations, claims, or causes of action, in law or equity, of whatever kind or nature, whether known or unknown, whether now existing or hereinafter arising, which arise from or relate in any manner to the sale of the Farmers’ Market Area, the full or partial termination of Licensee’s right to use the Farmers’ Market Area as permitted under this Agreement, or the relocation of Licensee’s business operations or the relocation of any person or persons, business or businesses, or other occupant or occupants located on the Farmers’ Market Area, including, without limitation, the specific waiver and release of any right to any relocation benefits, assistance and/or payments under Government Code Sections 7260 et seq. (“Relocation Assistance Law”), notwithstanding that such relocation assistance, benefits and/or payments may be otherwise required under the Relocation Assistance Law or ATTY/AGR.2023.106/Redwood City Downtown Business Group (EPS Fees Audit and Reporting) (Page 8 of 16)