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litigation, suit may be brought in by either party. Should it be necessary for <br />either party to initiate legal proceedings to resolve disputes under this <br />Agreement, the prevailing party shall be entitled to all costs and expenses, <br />including reasonable attorneys' fees, incurred in such proceedings. <br /> <br /> 25. Independent Contractor: Consultant is and shall perform its <br />services under this Agreement as an independent contractor and not as the <br />City's agent, partner, or joint venture. Consultant is employed to render <br />professional services only, and any payments made by City are compensation <br />solely for such services rendered. Consultant's review or supervision of work <br />prepared or performed by other individuals or firms employed by City shall not <br />relieve those individuals or firms of complete responsibility for the adequacy of <br />their work. <br /> <br /> 26. Conformance With Law; Venue. The validity, performance, and <br />construction of this Agreement shall be governed and interpreted in accordance <br />with the laws of the state where the majority of the services are being provided. <br />Venue shall be the County of San Mateo, State of California. <br /> <br /> 27. Assi,qnrnent. There shall be no assignment of the rights or <br />obligations in this Agreement by either party except as specifically provided in <br />this Agreement without the written consent of the other party and any <br />assignment absent such consent shall be null and void, and shall render the <br />corresponding duties and obligations of the other party null and void. <br /> <br />AGMT-~192 12 <br />shared/share~/Redwood~council <br />FXS:rg <br /> <br />08/24~8R <br /> <br /> <br />