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Page 5 of 10 <br /> <br />v2 <br />14. This agreement and all work performed thereunder shall be interpreted under and pursuant to the <br />laws of the State of California. The parties agree that the jurisdiction and venue of any dispute <br />arising under this agreement shall be the Superior Court of Alameda County. <br />15. Neither party may assign or delegate any of its rights or obligations hereunder without first <br />obtaining the written consent of the other. <br />16. Each party agrees to keep and maintain (and to require all contractors and subcontractors <br />connected with performance of this agreement to keep and maintain records) showing actual time <br />devoted and all costs incurred in the performance of all work subject to this agreement until three <br />(3) years after the accepted completion of the project, or until such later date as is required under <br />applicable law; provided, however, that if any actions brought under the dispute resolution <br />provisions of this agreement or lawsuits arising from this agreement have not been finally <br />resolved by the foregoing deadline, then any records which pertain to any such action shall be <br />maintained until such actions have been finally resolved. <br />17. This agreement shall commence as of the date entered and shall continue in effect until the parties <br />reach a mutually agreeable date for termination of the agreement after all work required by this <br />agreement has been completed. <br />18. All of the terms, provisions and conditions of the agreement hereunder, shall be binding upon and <br />inure the parties hereto and their respective successors, assigns and legal representatives. <br />19. By signing this agreement, STAKEHOLDER AGENCIES and AC TRANSIT covenant that each <br />presently has no interest, direct or indirect, which would conflict in any manner or degree with <br />the performance of the services called for under this agreement. STAKEHOLDER AGENCIES <br />and AC TRANSIT further covenant that in the performance of this agreement no person having <br />any such interest shall be employed by the STAKEHOLDER AGENCY. <br />20. This agreement represents the entire agreement of the parties with respect to the subject matter <br />hereof, and all such agreements entered into prior hereto are revoked and superseded by this <br />agreement, and no representations, warranties, inducements or oral agreements have been made <br />by any of the parties except as expressly set forth herein, or in other contemporaneous written <br />agreements. This agreements may not be changed, modified or rescinded except in writing, <br />signed by all parties hereto, and any attempt at oral modification of this agreement shall be void <br />and of no effect. <br />21. This agreement may be executed in any number of original counterpart signature pages, and each <br />counterpart signature page shall be attached to and incorporated in the original agreement. <br />22. By signing this agreement, each signatory warrants and represents that he/she executed this <br />agreement in his/her authorized capacity and that by his/her signature on this agreement, he/she <br />or, if acting on behalf of an entity, the entity upon behalf of which he/she acted, executed this <br />agreement. <br /> <br /> <br />SECTION III <br />DEFINITIONS <br /> <br /> <br />STAKEHOLDER AGENCIES – Collectively the County of Alameda, City of Union City, City of San <br />Leandro, and the City of Hayward. <br /> <br />STAKEHOLDER AGENCY – each of the County of Alameda, City of Union City, City of San Leandro, <br />and the City of Hayward. <br /> <br /> <br />57