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If to City to: City of Portsmouth City Manager 801 Crawford Street, 6th Floor Portsmouth, Virginia 23704 With copies to: City of Portsmouth City Attorney 801 Crawford Street, 61h Floor Portsmouth, Virginia 23704 City of Portsmouth City Engineer 801 Crawford Street, 41h Floor Portsmouth, Virginia 23704 If to Grantee to: Attn: With a copy to: Section 25. Governing Law and Venue. The provisions of this Agreement shall be construed under, and in accordance with, the Laws of the State of Virginia without regard to its conflict -of -laws principles. In the event any court action is brought directly or indirectly by reason of this Agreement, the courts of Portsmouth shall have jurisdiction over the dispute and the venue shall be in Portsmouth. Section 26. Miscellaneous. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. This Agreement is the complete and exclusive statement of the parties' agreement with respect to the subject matter and supersedes all other oral and written agreements or communications between the parties prior to the execution of this Agreement relating to this subject matter. This Agreement will not be deemed to provide third parties with any remedy, claim, right of action, or other right. This Agreement may be executed, whether by hand signature or electronic signature via Docusign, in two or more counterparts, and delivered in multiple counterparts, which counterparts may be delivered by facsimile or via electronic mail with the same effect as delivery of the originals, all of which shall be considered one and the same original agreement and shall become effective when one or more counterparts have been signed by each of the parties. This Agreement shall take effect on the date that is the later of the dates on which each of the parties have executed this Agreement. Section 27. Compliance with Federal Immigration Law. At all times during which any term of this Agreement is in effect, Grantee shall not knowingly employ any unauthorized alien. For purposes of this section, an "unauthorized alien" shall mean any alien who is neither lawfully admitted for permanent residence in the United States nor authorized to be employed by either Title 8, section 1324a of the United States Code or the U.S. Attorney General. Section 28. Compliance with State Law — Authorization to Conduct Business in the Commonwealth. Grantee hereby represents that it is organized as a stock or non -stock corporation,