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Section 6. Grantee Independence. In the performance of this Agreement, Grantee, and the <br />employees and agents of Grantee, shall act in an independent capacity and are not officers, <br />employees, or agents of City. The manner and means of performing the Improvement Work are <br />under the control of Grantee, except to the extent they are limited by statute, rule, or regulation <br />and the express terms of this Agreement. Nothing in this Agreement shall be deemed to constitute <br />approval for Grantee, or any of Grantee's employees or agents, to be the employees or agents of <br />City. Grantee shall have the responsibility for, and control over, .the. means of performing the <br />Improvement Work. Anything in this Agreement that may appear to give City the right to direct <br />Grantee as to the details of the performance or to exercise a measure of control over Grantee shall <br />mean only that Grantee shall follow the desires of City with respect to the results of the <br />Improvement Work. <br />Section 7. Prohibition against Transfers. Grantee shall not assign or transfer this <br />Agreement, directly or indirectly, by operation of law or otherwise, without the prior written <br />consent of City. Any attempt to do so without such written consent of City shall be null and void. <br />Section 8—Notices. Any _notice .or other .communication _requir�ed., or whichmay_be given, <br />pursuant to this Agreement, shall be in writing. Any such notice shall be deemed delivered <br />(i) on the date of delivery in person; (ii) five (5) days after deposit in first class registered mail, <br />with return receipt requested; (iii) on the actual delivery date if deposited with an overnight courier; <br />or (iv) on the date sent by facsimile or electronic mail transmission (including PDF), if confirmed <br />with a copy sent contemporaneously by first class, certified, registered or express mail; in each <br />case properly posted and fully prepaid to the appropriate address set forth below, or such other <br />address as a Party may provide notice in accordance with this section: <br />CITY OF REDLANDS <br />City Clerk <br />City of Redlands <br />35 Cajon Street <br />P.U. Box 3005 (mailing) <br />Redlands, CA 92373 <br />jdonaldson@cityofrecilands.org <br />(909) 798-7531 <br />LARRY JACINTO CONSTRUCTION, INC. <br />Larry Jacinto, President <br />Larry Jacinto Construction, Inc. <br />9555 Wabash Avenue <br />Redlands, CA 92374 <br />(909) 794-2151 <br />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 term, 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 />3 <br />I:\cmo\Agreements\L,arry Jacinto Construction, Inc. Grant Agreement (Zanja Trail Parking Lot) FY23-0031.docx-msv2 <br />