HERITAGE MUSEUM OF ORANGE COUNTY (8)

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(iv) Proof of Insurance. Certificates and endorsements must be submitted and approved by CITY prior to any work under this Agreement. GRANTEE understands that CITY will make no payments under this Agreement until the required certificates and endorsements have been approved by CITY. D. Entire Agreement: Amendments: This Agreement constitutes the entire agreement among the Parties as to the Grant and may not be amended or modified, except in writing signed by each of the Parties. The GRANTEE may not assign or transfer its rights and interests in this Agreement to any other person, business or entity. E. No Third -Party Beneficiaries: This Agreement is not intended to create any rights or benefits for a person or entity who is not a Party, whether as a third - party beneficiary or otherwise. F. Governing Laws: Venue: This Agreement shall be governed by the laws of the State of California. Any legal action related to the performance or interpretation of this Agreement shall be filed only in the Superior Court of the State of California located in Orange, California, and the Parties waive any provision of law providing for a change of venue to another location. In the event any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in anyway. G. Severability: If any term of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the other provisions will remain in force to the extent practicable and taking into consideration the purposes of this Agreement. H. Interpretation: The terms of this Agreement shall be construed in accordance with the meaning of the language used and not for or against any Party by reason of the authorship or any other rule of construction that might otherwise apply. The Section headings are for purposes of convenience only and shall not be construed to limit or extend the meaning of this Agreement. I. Attorney's Fees: Each Party shall pay its own attorney's fees. J. Business Day Convention: If the date of any required action falls upon a weekend day or a holiday when the CITY is not open for business, the required action may be deferred to the next business day. K. Force Maieure: No Party will be held responsible for failing to perform its responsibilities under this Agreement if the failure results from any act of nature or other cause that is beyond the reasonable control of the Party and that makes performance impossible or illegal. L. Record Retention: Unless otherwise required by applicable law or regulation, the CITY will keep records that the GRANTEE submits to the CITY pursuant to this Agreement five years from December 30, 2020.