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Miscellaneous Terms <br />A. Severability. If any term or portion of this MOU is held to be invalid, illegal, or otherwise unenforceable <br />by a court of competent jurisdiction, the remaining provisions of this MOU shall continue in full force and <br />effect. <br />B. Governing Law; Venue. The laws of the State of California shall govern this MOU without regard to <br />principles of conflicts of laws. Any action to enforce or interpret this MOU shall be filed in the Superior <br />Court of Orange County, California. <br />C. Integration; Amendments. This MOU represents the entire and integrated MOU between CaUFC, <br />WCA, Inc. and the City of Santa Ana with respect to the subject matter hereof, and supersedes all prior <br />negotiations, representations or agreements, either written or oral with respect thereto. This MOU may be <br />modified or amended only by a subsequent written agreement signed by both Parties. <br />D. Attorneys' Fees. If a party to this MOU brings any action, including an action for declaratory relief, <br />to enforce or interpret the provisions of this MOU, the prevailing party shall be entitled to reasonable <br />attorneys' fees in addition to any other relief to which such party may be entitled. <br />E. Waiver. No waiver of any breach of any covenant or provision of this MOU shall be deemed a waiver <br />of any other covenant or provision hereof, and no waiver shall be valid unless in writing and executed by <br />the waiving party. An extension of time for performance of any obligation or act shall not be deemed an <br />extension of the time for performance of any other obligation or act, and no extension shall be valid unless <br />in writing and executed by the waiving party. <br />F. No Third -Party Beneficiaries. Nothing contained in this MOU is intended to or shall be deemed to <br />confer upon any person, other than the Parties, any rights or remedies hereunder. <br />G. Assignment. No assignment, subletting, or transfer in whole or in part of this MOU shall be made or <br />shall be effective without the prior written consent of the CaUFC and WCA, Inc. <br />H. Headings. The headings of the sections and exhibits of this MOU are inserted for convenience only. <br />They do not constitute part of this MOU and are not to be used in its construction. <br />1. Non -Liability of Officials, Employees and Agents. No officer, official, employee or agent of CaUFC <br />and WCA, Inc. shall be personally liable to the City of Santa Ana in the event of any default or breach by <br />CaUFC or WCA, Inc. or for any amount which may become due to the City of Santa Ana pursuant to this <br />MOU. <br />J. Authority. The undersigned expressly represents that he or she is authorized to execute this MOU on <br />behalf of the City of Santa Ana and that it meets each of the requirements set forth in the MOU, including <br />but not limited to the insurance and workers compensation requirements. <br />5 <br />25H-7 <br />