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<br /> <br /> <br /> <br /> Page 5 of 21 <br /> <br />Either party may change its address by giving written notice thereof to the other party. <br /> <br />12. Attorneys' Fees. The party prevailing in any action at law or in equity necessary to enforce or <br />interpret the terms of this Agreement shall be entitled to reasonable attorney's fees, costs, and necessary <br />disbursements in addition to any other relief to which that party may be entitled. <br /> <br />13. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of <br />the State of California, without giving effect to principles of conflicts of laws. Any suit, action or legal <br />proceeding arising out of this Agreement shall be submitted to a state or federal court sitting in Alameda <br />County, California, which will have exclusive jurisdiction and venue over the dispute and to which <br />jurisdiction the Parties irrevocably submit. <br /> <br />14. Entire Agreement; Amendments. This Agreement contains all the agreements of the Parties hereto <br />with respect to the matters contained herein and no prior or contemporaneous agreement or <br />understanding, oral or written, pertaining to any such matters shall be effective for any purpose. No <br />provision of this Agreement may be amended or added to except by an agreement in writing signed by <br />the Parties hereto or their respective successors in interest. Neither party may vary the scope of services <br />described in Exhibit B – Scope of Services or responsibilities in Exhibit C – City Responsibilities except <br />as expressly agreed to in writing by the other party. The budgets for direct labor and expenses are based <br />on the Services described in Exhibit B – Scope of Services and any modification may affect direct labor <br />costs and project expenses and must be approved in writing by City <br /> <br />15. Headings. The headings of this Agreement are for purposes of reference only and shall not limit or <br />define the meaning of the provisions of this Agreement. <br /> <br />16. Severability. If, for any reason, any provision or partial provision of this Agreement is held invalid, <br />such invalidity shall not affect the remainder of such provision or any other provision of this Agreement <br />not so held invalid, and each other provision, or portion thereof, shall, to the full extent consistent with <br />law, continue in full force and effect. <br /> <br />17. Waiver. The waiver of any breach of any provision hereunder by any party hereto shall not be <br />deemed to be a waiver of any preceding or subsequent breach hereunder. <br /> <br />18. Warranty of Authority. Each of the undersigned hereby warrants that he/she has authority on behalf <br />of his or her principal to execute this Agreement and to bind such principal to the terms hereof. <br /> <br />19. Counterparts. This Agreement may be executed by electronic or hard-copy signature and in <br />counterparts, each of which shall be deemed to be one and the same instrument. The exchange of <br />executed copies of this Agreement by facsimile, email or other electronic transmission will constitute <br />effective execution and delivery of this Agreement for all purposes. Signatures of the Parties <br />transmitted by such methods will be treated in all respects as having the same effect as an original <br />signature. <br /> <br />20. Match Funds Under Federal Award. PHI will be applying funding received under the Agreement to <br />Docusign Envelope ID: F2A4CF88-30DD-4B58-ABA8-2CEC99F94209