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6.1.G. - Page 16 With a copy to: City Attorney City of Redwood City 1017 Middlefield Road Redwood City, CA 94063 Telephone: 650-780-7200 14. Goveriun� Law. This Agreement shall in all respects be interpreted, enforced, and governed by and under the laws of the State of California. 15. Entire A�reement. This Agreeinent supersedes all previous oral and written agreements between and representations by or on behalf of the parties and constitutes the entire agreement of the parties with respect to the subject inatter hereo£ Tlus Agreen7ent may not be amended except by a written agreement executed by both parties. 16. Bii7dinQ Effect. This Agreement and the covenants and agreeinents contaii7ed herein shall be binding upon, and shall ii7ure to the benefit of, the parties hereto and their respective heirs, successors and assigns (subject to the provisions of Section 17). No assi�7ment or delegation by Grantee, whether by operation of law or otherwise, shall relieve Grantee of any of its duties, obligations or liabilities hereunder, in whole or in part. The covena�lts of PG&E hereunder shall nu1 with the land. 17. Assi�m�7ent. Grantee shall not assign, convey, encuinber (other than as may be specifically pernutted by the terms of tlus Agreement), or otherwise transfer the easements and other rights herein conveyed, or any portion thereof or interest herein, without the prior written consent of PG&E. Such consent may be given or witl�lield by PG&E for any reason or for no reasoi7, provided, however, that notwithstanding the foregoing, PG&E agrees that its consent will not be unreasonably witl�lield, delayed or conditioned in the case of a proposed transfer or dedication to a goveriunental agency. Grantee acicnowledges and agrees that in any instance where PG&E is required not to unreasonably witl�l7old its consent, it shall be reasonable for PG&E to withhold its consent if any regulatory agency having or asserting jurisdiction over PG&E or the Easeinent Area, or havii7g or claiining a right to review and/or approve the proposed transfer, fails to grant approval thereof (or imposes conditions on such approval wluch are not acceptable to PG&E, in its reasonable discretion). Grantee fiirther acl�7owledges and agrees that in any instance where PG&E is required not to Luireasonably delay giving or withholding its consent, it shall be reasonable for PG&E to malce application for approval to any regulatory agency having or asserting jurisdiction, and to defer the giving or withholdin� of consent, without liability hereunder for delay, during the pendency and for a reasonable time following the conclusion of any such regulatory proceedings. 18. Attornevs' Fees. Should either party bring an actioi7 against the other party, by reason of or alleging the failure of the other parry with respect to any or all of its obligations hereunder, whether for declaratory or other relief, then the party which prevails in such action shall be entitled to its reasonable attorneys' fees (of both in-house and outside counsel) and expenses related to such action, in addition to all other recovery or relief. A party shall be deeined to have prevailed in any such action (without limiting the �enerality of the foregoing) if such action is ATTY/AGR/2012.046/BAIR TRIAL EASEMENT REV:04-18-12 VR Page 12 of 24