Agtmt21 MOU - Townplace Suites - Laserfiche WebLink

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ATTY/DOCS-AGREEMENTS/MOU/2021.0052/TOWNE PLACE SUITES PROGRAM MOU REV: 05-06-2021 VR 4.3 Choice of Law; Venue. The formation, interpretation and performance of this MOU shall be governed by the laws of the State of California. Venue for all litigation relative to the formation, interpretation and performance of this MOU shall be in San Mateo County Superior Court. 4.4 Notices. Any notice to be given to the Parties shall be in writing and shall be served, either personally or by mail, to the following: In case of the County, to: Name/Title: Michael Callagy, County Manager Address: 400 County Center, 1st Floor, Redwood City, CA 94063 In the case of the City, to: Name/Title: Melissa Stevenson Diaz, City Manager Address: 1017 Middlefield Road, Redwood City, CA 94063 Such notices shall be served by depositing them addressed as set out above, postage prepaid, in the U.S. mail, reliable overnight courier, or by personal delivery. The date of mailing, or in the event of personal delivery, the date of delivery shall constitute the date of service. 4.5 Construction. All section headings are for reference only and shall not be considered in construing this MOU. 4.6 Severability. If any provision of this MOU shall be held to be invalid, void or unenforceable, the validity, legality or enforceability of the remaining portions of this MOU shall not in any way be affected or impaired thereby. 4.7 Entire Agreement. This MOU sets forth the entire agreement between the Parties, and supersedes all other oral or written provisions. This MOU may be modified only as provided in Section 4.1, “Authorizations.” 4.8 Cooperative Drafting. This MOU has been drafted through a cooperative effort of all the Parties, and all the Parties have had an opportunity to have the MOU reviewed and revised by legal counsel. No Party shall be considered the drafter of this Agreement, and no presumption or rule that an ambiguity shall be construed against the Party drafting the clause shall apply to the interpretation or enforcement of this MOU. 4.9 Representation re Authority of Parties/Signatories. Each person signing this MOU represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this MOU. Each Party represents and warrants to the other that the execution and delivery of the MOU and the performance of such Party’s obligations hereunder have been duly authorized and that the MOU is a valid and legal agreement binding on such Party and enforceable in accordance with its terms. 4.10 No Third Party Beneficiaries. Except as expressly set forth herein, nothing contained in this MOU is intended to or shall be deemed to confer upon any person, other than the Parties, any rights or remedies hereunder.