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Section 9. General Considerations. <br />A. Waiver. A waiver by either Party of any breach, or of any term, covenant, or <br />condition contained herein, shall not be deemed to be a waiver of any subsequent breach of the <br />same or any other tern, covenant, or condition contained herein, whether of the same or a different <br />character <br />B Entire Agreement. This Agreement represents the full and complete understanding <br />of every kind or nature whatsoever between the Parties with respect to its subject matter, and all <br />preliminary negotiations and agreements of whatsoever kind or nature relating to the same are <br />merged herein. No verbal agreement or implied covenant shall be held to vary the provisions <br />herein. <br />C Interpretation. The terms of this Agreement shall be construed in accordance with <br />the meaning of the language used and shall not be construed for or against either Party by reason <br />of the authorship of the Agreement or any other rule of improvements which might otherwise <br />apply <br />D Amendment. This Agreement may be modified or amended only by a written <br />document executed by both Grantee and City <br />E. Severability. If any term or provision of this Agreement is held to be invalid, illegal, <br />or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this <br />Agreement shall continue in full force and effect. <br />F Controlling Law and Venue. The Agreement shall be governed by and construed in <br />accordance with the laws of the State of California, without regard to its conflicts of laws <br />provisions. The Parties agree that all actions or proceedings arising in connection with this <br />Agreement shall be tried and litigated only in the state courts located in San Bernardino County, <br />California, and the federal courts located in Riverside County, California. <br />G Equal Opportunity Employment. Grantee represents that it is an equal opportunity <br />employer, and it shall not discriminate against any contractor, employee, or applicant for <br />employment because of race, religion, color, national origin, handicap, ancestry, sex or age. <br />H. Attorney's Fees. In the event any action is commenced to enforce or interpret any <br />term or provision of this Agreement, the prevailing Party in such action, in addition to costs and <br />any other relief, shall be entitled to the recovery of its reasonable attorneys' fees, including fees <br />for a Party's use of in-house counsel. <br />4 <br />L•\ea\djm\Agreements\Redlands Historical Museum Grant Agrcement.FY21-0102.doex•jn <br />