Item 36 - Facilities Use Agreement with Training and Research Foundation

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California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 22.Surrender of Premises. Upon termination or expiration of this Agreement, TRF shall immediately surrender and deliver the premises to the City in good condition and repair, together with all improvements and alternations made by TRF, and any and all furniture, furnishings, equipment, and other personal property then located on the premises. 23.Attorney's fees and costs. The prevailing Party shall pay all costs and reasonable attorney's fees that the other Party incurs in enforcing any of the rights or remedies provided for pursuant to this Agreement. 24.Exclusivity and Amendment. This Agreement represents the complete and exclusive statement between the City and TRF regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the Parties regarding the use of the Facilities. In the event of conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and an authorized representative of TRF. The Parties acknowledge that no representatives, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 25.Assignment. TRF may not assign, transfer, delegate or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. TRF shall not allow any other person or entity to use the Facilities without the prior written consent of City. 26.Force Majeure. Should the performance of an act required by this Agreement to be performed by either the City or TRF be prevented or delayed by reason of an act of God, strike, lockout, labor troubles, inability to secure materials, restrictive government laws or regulations, or any other cause except financial inability not the fault of the Party required to perform the act, the time for performance of the act will be extended for a period of time equivalent to the period of the delay, and performance of the act during the period of delay will be excused, provided, however, that nothing contained in this section shall excuse the prompt payment of compensation by TRF as required by this Agreement or the performance of any act rendered difficult solely because of the financial condition of the party, City or TRF, required to perform the act. Facilities Use Agreement With Training and Research Foundation 9 Exhibit 1