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Alameda CTC Agreement No.A16-0063 omitted to be done by ALAMEDA CTC under or in connection with any work,authority or jurisdiction delegated to ALAMEDA CTC under this AGREEMENT.It is also understood and agreed,pursuant to Government Code Section 895.4,Alameda CTC shall fully defend,indemnify,and hold harmless RECIPIENT, and its governing body,elected officials,all its officers,agents,and employees from any liability imposed on RECIPIENT for injury(as defined in Government Code Section 810.8) occurring by reason of anything done or omitted to be done by ALAMEDA CTC under or in connection with any work,authority or jurisdiction delegated to ALAMEDA CTC under this AGREEMENT. D. JURISDICTION AND VENUE The laws of the State of California will govern the validity of this AGREEMENT,its interpretation and performance,and any other claims to which it relates.All legal actions arising out of this AGREEMENT shall be brought in a court of competent jurisdiction in Alameda County,California and the parties hereto hereby waive inconvenience of forum as an objection or defense to such venue. E. ATTORNEYS'FEES Should it become necessary to enforce the terms of this AGREEMENT,the prevailing party shall be entitled to recover reasonable expenses and attorneys'fees from the other party. F. TERM The term of this AGREEMENT shall be from July 1,2016 to June 30,2026,unless amended in writing or a new Master Programs Funding Agreement is executed between ALAMEDA CTC and RECIPIENT. G. SEVERABILITY If any provision of this AGREEMENT is found by a court of competent jurisdiction or,if applicable, an arbitrator,to be unenforceable,such provision shall not affect the other provisions of the AGREEMENT, but such unenforceable provisions shall be deemed modified to the extent necessary to render it enforceable, preserving to the fullest extent permissible the intent of the parties set forth in this AGREEMENT. H. MODIFICATION This AGREEMENT,and its Exhibits,as well as the referenced Implementation Guidelines,constitutes the entire AGREEMENT,supersedes all prior written or oral understandings regarding Measure B,Measure BB,and VRF program funds (but not project funding agreements),including but not limited to ALAMEDA CTC Measure B/BB/VRF Master Programs Funding Agreements,which former agreements are terminated as of the effective date hereof.This AGREEMENT may only be changed by a written amendment executed by both parties.Notwithstanding the foregoing,the Implementation Guidelines,Performance Measures,and Timely Use of Funds Policies related to Measure B,Measure BB,and VRF funds may be changed from time to time by the ALAMEDA CTC. [Signatures on next page] Page 8 of 16