THE CALIFORNIA URBAN FORESTS COUNCIL AND WEST COAST ARBORISTS, INC.

Home Browse Search

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