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B. By execution of this MOU, the Parties are not committing to or agreeing to • <br /> undertake any acts or activities requiring the subsequent independent exercise of <br /> discretion by the Parties or any department thereof, other than as specifically set <br /> forth and agreed under this MOU. The County retains the absolute discretion <br /> before action on the Replacement Jail Project to (1) make such modifications to <br /> the proposed Replacement Jail Project as may be necessary to mitigate <br /> significant environmental impacts or as may otherwise be necessary or <br /> appropriate, (2) select a site other than the Woodhouse Industrial Park Property <br /> as the preferred site for the Replacement Jail Facilities; (3) balance the benefits <br /> of the Replacement Jail Project against any significant environmental impacts <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 /> C. Nothing in this MOU is intended to nor does establish the Parties as partners, co- <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 whole 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 /> C:\Documents and Settings\jherren\Local Settings\Temporary Internet <br /> Files\Content.Outlook�XS2481JT�2010 128 Chemical Way MOU (2).doc 6 <br />