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services performed or materials supplied in connection with the Improvement Work. City shall not be liable for any debts or claims accruing in favor of any such parties against Borrower or others or against the Improvement Work or the premises where any such Improvement Work is performed. Borrower is not and shall not be an agent of City for any purpose. City is not a joint venture partner with Borrower or with any person having an ownership or other interest in Borrower in any manner whatsoever. Section 10. Assignment. Borrower shall not assign or transfer this Agreement, directly or indirectly, by operation of law or otherwise, without the prior written consent of City. Any attempt to do so without such written consent of City shall be null and void. Section 1.1. Notices. Any notice or other communication required, or which may be given, pursuant to this Agreement, shall be in writing. Any such notice shall be deemed delivered (i) on the date of delivery in person; (ii) five (5) days after deposit in first class registered mail, with return receipt requested; (iii) on the actual delivery date if deposited with an overnight courier; or (iv) on the date sent by facsimile, if confirmed with a copy sent contemporaneously by first class, certified, registered or express mail; in each case properly posted and fully prepaid to the appropriate address set forth below, or such other address as a Party may provide notice in accordance with this section: CITY OF REDLANDS City Manager City of Redlands 300 East State Street, Suite 690 P.O. Box 3005 (mailing) Redlands, CA 92373 Section 12. General Considerations. REDLANDS HISTORICAL MUSEUM ASSOCIATION c/o Mundell, Odlum & Haws, LLP 650 E. Hospitality Lane, Suite 470 San Bernardino, California 92408 a) Waiver. A waiver by either Party of any breach, or of any term, covenant, or condition contained herein, shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character. b) Entire Agreement. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the Parties with respect to its subject matter, and all preliminary negotiations and agreements of whatsoever kind or nature relating to the same are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. c) Interpretation.. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Party by reason of the authorship of the Agreement or any other rule of improvements which might otherwise apply. 4 I:\cmo\Agreements\ Museum of Redlands Loam Agrcemeot FY23-0048.docx-ms