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i <br /> 6.1 I ' <br /> Page 10 <br /> prior to taking final action if such significant impacts cannot otherwise be <br /> avoided; or (4) determine not to proceed with the Replacement Jail Project or any <br /> other project. <br /> N hi in this MOU is intended to nor does establish the Parties as partners, co- <br /> C. ot ng <br /> venturers or principal and agent with one another. <br /> D. This MOU shall be interpreted under and pursuant to the laws of the State of <br /> California. The Parties agree that the jurisdiction and venue of any dispute <br /> between the Parties to this MOU shall be the Superior Court of San Mateo <br /> County. <br /> E. Waiver of a breach or default under this MOU shall not constitute a continuing <br /> waiver or a waiver of a subsequent breach of the same or any other provisions of <br /> this MOU. <br /> F. This MOU shall not be assigned by any Party. <br /> G. If any provision of this MOU or the application of any such provision shall be held <br /> by a court of competent jurisdiction to be invalid, void or unenforceable to any <br /> extent, the remaining provisions of this MOU and the application thereof shall <br /> remain in full force and effect and shall not be affected, impaired or invalidated. <br /> H. This MOU represents the full, complete and entire agreement of the Parties with <br /> respect to the subject matter hereof, and supersedes any and all other <br /> communications, representations, proposals, understandings or agreements, <br /> whether written or oral, between the Parties hereto with respect to such subject <br /> matter. This MOU may not be modified or amended, in who(e or in part, except <br /> by in writing signed by an authorized officer or representative of each of the <br /> Parties hereto. <br /> I. As used in this MOU, masculine, feminine or neuter gender and the singular or <br /> plural number shall each be deemed to include the others where and when the <br /> context so dictates. The word "including" shall be construed as if followed by the <br /> words "without limitation." This MOU shall be interpreted as though prepared <br /> jointly by all Parties. <br /> J. The Parties represent that the individuals whose signatures appear at the end of <br /> this document as signatories are authorized by their respective boards to enter <br /> into this MOU on behalf of and to bind their respective agencies to the terms of <br /> this MOU. <br /> /// <br /> /// <br /> /// <br /> /// <br /> /// <br /> S:\AGR1201012010. 128 Chemical Way MOU.doc 6 <br />