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City of Pleasanton - Sun Ridge Systems, Inc. Page 7
<br />held in Sacramento, California, under the Commercial Mediation Rules of the American Arbitration
<br />Association before resorting to arbitration. Thereafter, any unresolved controversy or claim arising
<br />from or relating to this Agreement, or breach of this Agreement, shall be settled in arbitration to
<br />be held in Sacramento, California. The arbitration will be governed by the Commercial Arbitration
<br />Rules of the American Arbitration Association, and the parties shall be allowed discovery in
<br />accordance with the California Code of Civil Procedure. If Sun Ridge and the City cannot jointly
<br />select a single arbitrator to determine the matter, one arbitrator shall be chosen by each of Sun
<br />Ridge and the City (or, if a party fails to make a choice, by the American Arbitration Association
<br />on behalf of such party) and the two arbitrators so chosen will select one additional arbitrator.
<br />The decision of the single arbitrator jointly selected by Sun Ridge and the City, or, if three
<br />arbitrators are selected, the decision of any two of them will be final and binding on the parties
<br />and the judgment of a court of competent jurisdiction may be entered on such decision. The
<br />prevailing party shall be entitled to recover reasonable fees and expenses resulting from any
<br />arbitration proceeding.
<br />c. Severability. If any provision of this Agreement shall be held to be
<br />invalid, illegal, or unenforceable, such finding shall not affect the validity, legality, or enforceability
<br />of the remaining provisions.
<br />d. Assignment. Parties may not transfer, assign, or sublicense this
<br />Agreement, any license hereunder, or any of its rights or duties hereunder to any other person,
<br />site or corporation without the prior written consent of the other party. Any attempted transfer,
<br />assignment, or sublicense made without prior written consent shall be completely void.
<br />e. Notice. Any notice requested or permitted to be given hereunder
<br />shall be sent prepaid, certified mail, return receipt requested, and shall be deemed to have been
<br />given on the third (3rd) business day after mailing to the other party as follows: to the City at the
<br />address indicated in the initial paragraph of this Agreement or to electronic mail address
<br />kschlehuber@cityofpleasantonca.gov; to Sun Ridge Systems at P.O. Box 5071, El Dorado Hills,
<br />CA 95762, or electronic mail address CarolJ@SunRidgeSystems.com. Notices may be given by
<br />facsimile transmission to such number as may be specified by the party for such purpose and
<br />shall be deemed to have been given when transmitted to such number with confirmation of a
<br />successful transmission.
<br />f. Independent Contractors. The parties to this Agreement shall
<br />constitute independent contractors. Nothing in this Agreement shall be construed as establishing
<br />any employment, partnership, joint venture or similar arrangement between the parties, and no
<br />party has any authority to commit any other party to any obligation to any other person or entity,
<br />unless expressly agreed to in writing signed by such party.
<br />g. Force Majeure. Sun Ridge shall not be responsible for interruption
<br />of, interference with, diminution of, or suspension of any of its products or services, including
<br />performance failure, which are caused by strike, lockout, riot, epidemics, war, government
<br />regulation, fire, flood, natural disaster, acts of God, utility failures, losses or injuries arising directly
<br />or indirectly from criminal acts, negligent acts of others, malfunctions or inadequacies of
<br />equipment or service not directly within the control of Sun Ridge.
<br />h. Authorization/Entire Agreement/Modification. This Agreement will
<br />be effective upon signing by the City and Sun Ridge. This Agreement is the complete and final
<br />Agreement of the parties relating to the subject of this Agreement and it replaces and supersedes
<br />any prior or contemporaneous oral or written understandings or agreements. No alteration or
<br />variation to the terms of this Agreement shall be valid unless made in writing and signed by the
<br />parties hereto.
<br />DocuSign Envelope ID: 84EBD142-B0C6-4060-8A8C-7614F992B2EA
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