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www.ohiofoodbanks.org <br />Miscellaneous Provisions <br />A. Partial Invalidity. A judicial or administrative finding, order, or decision that any part of this <br />Agreement is illegal or invalid shall not invalidate the remainder of the Agreement. <br />B. Governing Law. This Agreement shall be governed by the laws of the State of Ohio as to all <br />matters, including but not limited to matters of validity, construction, effect, and <br />performance. <br />C. Entirety of Agreement. This Agreement and its exhibits and any documents referred to herein <br />constitute the complete understanding of the parties and merge and supersede any and all <br />other discussions, agreement, and understandings, either oral or written, between the <br />parties with respect to the subject matter hereof. <br />D. Amendments or Modifications. Either party may at any time during the term of this <br />Agreement request amendments or modifications. Requests for amendment or modification <br />of the Agreement shall be in writing and shall specify the requested changes and the <br />justification of such changes. The parties shall review the request for modification in terms of <br />the regulations and goals relating to the work contemplated hereunder. Should the parties <br />consent to modification of the Agreement, then an amendment shall be drawn, approved, <br />and executed in the same manner as the original agreement. <br />Termination. Either party upon written notice of termination to the other party may terminate <br />this Agreement at any time for any purpose. Notice of Termination shall be sent in writing and <br />shall be deemed duly given if personally delivered or sent by United States Mail, registered or <br />certified; return receipt requested; postage prepaid; to the association. Once the termination <br />notice is received, work must be terminated immediately. No expenses or costs incurred by <br />the grantee will be reimbursed beyond the date of termination. <br />IN WITNESS WHEREOF, the parties have executed this Agreement, effective as of the first <br />day and year below written. <br />1/27/2020 <br />1 <br />Lisa Hamler-Fugitt for the association Date <br />Grantee Signature <br />Printed Name <br />Fresh Food Capacity Building Grant Agreement SFY 2020 <br />Date <br />V <br />OHIO <br />ASSOCIATION OF <br />FOODBANKS <br />