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Fw-ther, the failure of a parry to enforce performance by the other party of any term, covenant, or
<br />condition of this Agreement, and the failure of a party to exercise any rights or remedies
<br />hereunder, shall not be deemed a waiver or relinquishment by that party to enforce future
<br />performance of any such terms, covenants, or conditions, or to exercise any future rights or
<br />remedies.
<br />19. FORCE MAJEURE -Neither DISTRICT nor GRANTEE shall be liable for or deemed to be in
<br />default for any delay or failure in performance under fllis Agreement or interruption of services
<br />resulting, directly or indirectly, from acts of God, enemy or hostile governmental action, civil
<br />commotion, strikes, lockouts, labor disputes, fire or other casualty, judicial orders, governmental
<br />controls, regulations or restrictions, inability to obtain labor or materials or reasonable substitutes
<br />for labor or materials necessary for performance of the services, or other causes, except financial,
<br />that are beyond the reasonable control of DISTRICT or GRANTEE, for a period of time equal to
<br />the period of such force majeure event, provided that the party failing to perform notifies the
<br />other party within fifteen calendar days of discovery of the force majeure event, and provided
<br />further that that party takes all reasonable action to mitigate the damages resulting from the
<br />faihu~e to perform. Notwithstanding flee above, if the cause of the force majeure event is due to
<br />party's own action or inaction, then such cause shall not excuse that party from performance
<br />under this Agreement.
<br />20. SEVERABILITY - If a court of competent jurisdiction holds any provision of this Agreement to
<br />be illegal, unenforceable or invalid in whole or in part for any reason, the validity and
<br />enforceability of the remaining provisions, or portions of them will not be affected.
<br />2]. HEADINGS -Headings on the sections and paragraphs of this Agreement are for convenience
<br />and reference only, and flee words contained therein shall in no way be held to explain, modify,
<br />amplify, or aid in the interpretation, construction, or meaning of the provisions of this Agreement.
<br />22. DUPLICATE EXECUTION -This Agreement is executed in duplicate. Each signed copy shall
<br />have the force and effect of an original.
<br />23. GOVERNING LAW -Any dispute that arises under or relates to this Agreement shall be
<br />governed by California law, excluding airy laws that direct the application to another
<br />jurisdiction's laws. Venue for resolution of any dispute that arises under or relates to fl>is
<br />Agreement, including mediation, shall be San Francisco, California.
<br />24. ENTIRE AGREEMENT AND MODIFICATION - This Agreement represents the final,
<br />complete, and exclusive statement of the agreement between the parties and supersedes all prior
<br />and contemporaneous understandings and agreements of the parties. No party has been induced to
<br />enter into this Agreement by, nor is any party relying upon, any representation or warranty
<br />outside those expressly set forth herein. This Agreement may only be amended by mutual
<br />agreement of the parties in writing and signed by both parties.
<br />25. SURVIVAL OF TERMS -The provisions of sections 7 (Indemn'ification), 14 (Audit /Records
<br />Access), and 15 (Forfeit of Grant Funds /Repayment of Funds Improperly Expended) shall
<br />survive the expiration or termination of this Agreement.
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<br />Contract No. 2008-109
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