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7.2 COUNTERPARTS. This Agreement may be executed in multiple <br />counterparts each of which shall be an original and all of which taken together shall <br />constitute one and the same instrument. <br />7.3 SEVERABILITY. If any term, provision, covenant or condition of this <br />Agreement is held by a court of competent jurisdiction to be invalid, void or <br />unenforceable, the remainder of the provisions shall continue in full force and effect <br />unless the rights and obligations of the Parties are materially altered or abridged by <br />such invalidation, voiding or unenforceability. <br />7.4 LEGAL ACTIONS; ATTORNEYS’ FEES. In the event any legal action is <br />commenced to interpret or to enforce the terms of this Agreement or to collect damages <br />as a result of any breach thereof, the Party prevailing in any such action shall be entitled <br />to recover against the other Party all reasonable attorneys’ fees and costs incurred in <br />such action. <br />7.5 CAPTIONS; INTERPRETATION. The captions of the Sections and <br />Articles of this Agreement are for convenience only and are not intended to affect the <br />interpretation or construction of the provisions herein contained. The language of this <br />Agreement shall be construed as a whole according to its fair meaning and not strictly <br />for or against any Party. Time is of the essence in the performance of this Agreement. <br />7.6 FURTHER ASSURANCES. The Parties agree to execute, acknowledge <br />and deliver to the other such other documents and instruments, and take such other <br />actions, as either shall reasonably request as may be necessary to carry out the intent <br />of this Agreement. <br />7.7 PARTIES NOT CO-VENTURERS. Nothing in this Agreement is intended <br />to or shall establish the Parties as partners, co-venturers, or principal and agent with <br />one another. <br /> 7.8 GOVERNING LAW; VENUE. This Agreement shall in all respects be <br />construed and enforced in accordance with laws of the State of California without regard <br />to principles of conflicts of laws. The Parties agree that any action to enforce or <br />interpret this Agreement shall be litigated exclusively in courts having jurisdiction in <br />Alameda County. Owner irrevocably consents to service, jurisdiction, and venue of <br />such courts for any such litigation and waives any other venue to which it might be <br />entitled by virtue of domicile, habitual residence or otherwise. <br /> <br />7.9 WAIVER; MODIFICATION AND AMENDMENT. No failure or delay on the <br />part of the City in exercising any right, power, or remedy hereunder shall operate as a <br />waiver thereof, nor shall any single or partial exercise of any such right, power, or <br />remedy preclude any other or further exercise thereof or the exercise of any other right, <br />power, or remedy hereunder. No modification or waiver of any provision of this <br />Agreement, nor any consent to any departure by Owner therefrom, shall in any event be <br />effective unless the same shall be in writing, and then such waiver or consent shall be <br />effective only in the specific instance and for the specific purpose for which given. No <br />Public Wi-Fi Installation <br />Loan Agreement <br /> <br />10