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Astound Broadband, LLC City of Redwood City
<br /> 401 Kirkland Parkplace,Suite 500 1017 Middlefield Road
<br /> Kirkland, WA 98033 Redwood City CA 94063
<br /> Attention: Jim Penney, E.V. P. Attention: IT Manager
<br /> Phone: 425 - 896 -1891 Phone: 650 -780- 7000
<br /> 12.3 Governing Law, Jurisdiction, and Venue. This Agreement will be construed in accordance with
<br /> California state law and, in the event of litigation, venue will be in the County of San Mateo. Each Party irrevocably
<br /> submits and consents to personal jurisdiction and exclusive venue in California state courts (or, in cases of
<br /> exclusive federal subject matter jurisdiction, to and in the federal courts located in California) for any suit, action,
<br /> or proceeding between the Parties that arises out of or relates in any manner to this Agreement or to any Party's
<br /> rights, obligations, or liabilities under this Agreement. Except as required to enforce this Section 12.3, each Party
<br /> irrevocably waives all defenses, arguments, positions, and legal theories based on personal jurisdiction,
<br /> inconvenient forum, choice -of -law, or similar legal principles.
<br /> 12.4 Severability If any provision of this Agreement becomes or is declared by a court with
<br /> competent jurisdiction to be invalid, illegal, or unenforceable, then all remaining provisions of this Agreement will
<br /> continue in full force and effect without such provision and without affecting the remaining portions of this
<br /> Agreement. In any such case, the Parties agree to negotiate in good faith a valid, legal, and enforceable substitute
<br /> provision that approximates as closely as possible the Parties' intent in entering into this Agreement, as reflected
<br /> in the original terms of this Agreement.
<br /> 12.5 No Third -Party Beneficiaries. Neither this Agreement, nor any term or provision contained in this
<br /> Agreement, nor any reference to any other person or entity in this Agreement, will be construed as being for the
<br /> benefit of any person or entity that is not a signatory to this Agreement. Without limiting the preceding sentence,
<br /> there are no third -party beneficiaries to this Agreement other than as specifically provided in this Agreement.
<br /> 12.6 Execution and Delivery. A facsimile, an electronically - mailed PDF reproduction, or other written
<br /> or electronic reproduction of this Agreement may be executed by one or both Parties, and an executed copy of this
<br /> Agreement may be delivered by one or both Parties by facsimile, electronic mail, or other electronic transmission
<br /> device pursuant to which the signature of or on behalf of such Party can be seen. Such execution and delivery will
<br /> be considered valid, binding, and effective for all purposes. At either Party's request, the other Party agrees to
<br /> execute an original of this Agreement to replace the facsimile, electronically - mailed PDF reproduction, or other
<br /> written or electronic reproduction of this Agreement.
<br /> 12.7 Amendment. Neither this Agreement nor any term, condition, or provision of this Agreement
<br /> may be amended, modified, waived, discharged, or terminated, except to the extent that any such amendment,
<br /> modification, waiver, discharge, or termination is specifically provided in a written instrument that references this
<br /> Agreement that is signed by both Parties.
<br /> 12.8 Waivers. Any Party's waiver, permit, consent, or approval of any kind or character under this
<br /> Agreement, and any Party's waiver of any terms, conditions, or provisions of this Agreement, must be in a written
<br /> instrument signed by such Party and will be effective only to the extent specified in such written instrument.
<br /> Without limiting the generality of the preceding sentence, no course of dealing, course of performance, or failure of
<br /> either Party strictly to enforce any term, right, or condition of this Agreement will be construed as a waiver of any term,
<br /> right, or condition.
<br /> 12.9 Cumulative Rights. Except as otherwise specifically and affirmatively provided in this Agreement, all
<br /> of each Party's rights and remedies contained in this Agreement will be cumulative, and will not exclude any other right
<br /> or remedy, now or subsequently allowed by or available under any contract or under statute, ordinance, court rule, or
<br /> common law, either at law or in equity, or both.
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<br /> ATTY /AGR 2011.052 Astound
<br /> 52711
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