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<br />set forth in a writing signed by such party. No course of dealing between or among any persons having any interest in
<br />this Agreement will be deemed effective to modify or amend any part of this Agreement or any rights or obligations of
<br />any person under or by reason of this Agreement. The waiver of any default, or the remedying of any default in any
<br />manner, will not operate as a waiver of any other prior or subsequent default. No extension of time for the performance
<br />of any obligation or act will be deemed to be an extension of time for the performance of any other obligation or act
<br />hereunder. No delay or omission by a party to exercise rights hereunder will impair any such rights or will be construed
<br />to be a waiver of any such default or any acquiescence therein.
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<br />20. Complete Agreement. This Agreement and any related documents delivered concurrently herewith, contain the
<br />complete agreement between the parties relating to the subject of this Agreement and supersede any prior
<br />understandings, agreements or representations by or between the parties, written or oral, which may be related to the
<br />subject matter hereof in any way.
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<br />21. Further Assurances. PropertyBureau.com and Owner will each sign such other documents and take such actions
<br />as the other may reasonably request in order to effect the relationships, services and activities contemplated by this
<br />Agreement and to account for and document those activities.
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<br />22. Governing Law. The internal law, and not the law of confiicts, of the state in which the Owner is located will govern
<br />all questions concerning the construction, validity and interpretation of this Agreement and the performance of the
<br />obligations imposed by this Agreement. The proper venue for any proceeding at law or in equity will be the state and
<br />county in which the Owner is located, and the parties waive any right to object to the venue.
<br />
<br />23. Relationship of the Parties. The relationship created hereunder between Owner and PropertyBureau.com will be
<br />soiely that of independent contractors entering into an agreement. No representations or assertions will be made or
<br />actions taken by either party that could imply or establish any agency, joint venture, partnership, empioyment or trust
<br />relationship between the parties with respect to the subject matter of this Agreement. Except as expressly provided in
<br />this Agreement, neither party will have any authority or power whatsoever to enter into any agreement, contract or
<br />commitment on behalf of the other, or to create any liability or obiigation whatsoever on behalf of the other, to any person
<br />or entity. Whenever PropertyBureau.com is given discretion in this Agreement, PropertyBureau.com may exercise that
<br />discretion soiely (rather than reasonably) in any manner PropertyBureau.com deems appropriate.
<br />
<br />24. Force Majeure. Neither party will be liable for any failure of or delay in the performance of this Agreement for the
<br />period that such failure or delay is due to acts of God, public enemy, war, strikes or labor disputes, or any other cause
<br />beyond the parties' reasonable control (each a "Force Majeure"), it being understood that lack of financial resources will
<br />not to be deemed a cause beyond a party's control. Each party will notify the other party promptiy of the occurrence of
<br />any Force Majeure and carry out this Agreement as promptly as practicable after such Force Majeure is terminated. The
<br />existence of any Force Majeure will not extend the term of this Agreement.
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<br />25. Counterparts. This Agreement may be signed in any number of counterparts.
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<br />26. City's Contact Person. For the purposes of this Agreement, Property & Facilities Manager, Mary Chiechi,or her
<br />designee, will be the Owner's contact person for all matters relating to this AGREEMENT. All Contract responsibilities
<br />that belong to Owner's will be coordinated and managed by Mary Chiechi.
<br />
<br />27. Insurance. Prior to undertaking performance of work under this Agreement, Concultant shall maintain and shall
<br />require its subcontractors, if any, to obtain and maintain insurance as described below.
<br />
<br />a) Commercial Generai Liability Insurance. Consuitant shall maintain commercial general liability insurance
<br />naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s)
<br />and shall include, but not limited to protection against claims rising from bodily and personal injury, including
<br />death resulting therefrom and damage to property, resulting from any act or occurrence arising out of
<br />Consultant's operations in the performance of this Agreement, including, without limitation, acts involving
<br />vehicles. The amounts of insurance shall not be iess than the following: single limit coverage applYing to
<br />bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of
<br />$1,000,000 per occurrence. Consultant shall supply City with fully executed additional insured
<br />endorsement in substantially the form attached hereto as Exhibit B upon execution of this Agreement and
<br />shall be approved in form by the City Arttorney.
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<br />b) Business automobile liability insurance, or equivalent form, with a combined single limit of not less than
<br />$1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non.owned
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