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affect the construction or interpretation hereof. Terms such as "hereby," "herein," "hereof," "hereinafter," "hereunder," and "hereto" refer to this Agreement as a whole and not to the particular sentence or paragraph where they appear, unless the context otherwise requires. The term "may" is permissive; the terms "shall" and "will" are mandatory, not merely directive, All references to any gender shall be deemed to include all others, as the coIitext may require. Terms used in the plural inClude the singular, and vice versa, unless the context otherwise requires, . ! 9.11 Claims Under Agreement. The City aIid the Company agree that, to the extent jurisdiction and venue lie, any and all claims asserted by or against the City or the Company arising under this Agreement or related thereto must be heard and determined by the United States District Court for the Northern District of Ohio lócated in Cleveland, Ohio. The parties agree not to seek removal to any other court of any claim arising under this Agreement or related thereto. The parties may agree that any claim arising under this Agreement or related thereto be submitted to non-binding arbitration or mediation under rules to be agreed upon by the parties. Each party shall bear its own costs of arbitration or mediation. 9.12 Modification. Except as otherWise provided in this Agreement" any Appendix to this Agreement, or applicable law, no provision of this Agreement nor any Appendix to this Agreement, shall be amended or otherwise modified, in whole or in part, except by an instrument, in writing, duly executed by the City and the Company. 9.13 No Third Party. Beneficiary Rights. Nothing in this Agreement is intended to interfere with any tariffs, contracts or other arrangements between the Company and a third party, or to create any third party beneficiary rights. - end of page -- [signatures appear on next page] 477196-2 21