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If to Client:
<br />City of Santa Ana
<br />Attn: Clerk of the City Council
<br />20 Civic Center Plaza (M30)
<br />P.O. Box 1988
<br />Santa Ana, CA 92702-1988
<br />Fax:(714) 647-6956
<br />with copy to: Executive Director, Public Works Agency
<br />(at same address)
<br />18. REMEDIES. Except for remedies specifically designated as exclusive, no remedy conferred by the Agreement
<br />is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in
<br />addition to every other remedy given hereunder, now or hereafter existing at law, in equity, by statute or
<br />otherwise. The election of any one or more remedies shall not constitute a waiver of the right to pursue other
<br />available remedies.
<br />19. SEVERABILITY. If any term, provision or part of the Agreement is to any extent held invalid, void or
<br />unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall not be impaired or
<br />affected thereby, and each term, provision, and part shall continue in full force and effect, and shall be valid and
<br />enforceable to the fullest extent permitted by law.
<br />20. SUCCESSORS. This Agreement shall inure to the benefit of and be binding on the parties hereto and their
<br />respective successors and assigns (if such assignment was properly made pursuant to this Agreement).
<br />21. AUTHORIZED REPRESENTATIVE. Each party represents to the other party that: (i) it has the power and
<br />authority to execute and deliver this Agreement and perform its obligations hereunder; (ii) the execution,
<br />delivery, and performance of this Agreement has been duly approved and authorized by it; and (iii) the execution
<br />and delivery of, and performance by, such party of this Agreement does not and will not, directly or indirectly,
<br />(a) require the consent, approval, or action of, or any filing or notice to (collectively, "Consents"), any
<br />corporation, firm, person or other entity or any public, governmental or judicial authority, which Consents have
<br />not already been obtained, (b) violate the terms of any instrument, document or agreement to which it is a party,
<br />or by which it is bound, or be in conflict with, result in a breach of or constitute (upon the giving of notice or
<br />lapse of time or both) a default under any such instrument, document or agreement, or (c) violate any order,
<br />writ, injunction, decree, judgment, ruling, law rule or regulation of any federal, state, county, municipal, or
<br />foreign court or governmental authority applicable to it.
<br />22. FORCE MAJEURE. Neither party shall be held liable for delay in fulfilling or failure to fulfill its obligations
<br />under this Agreement, if such delay or failure is caused by events beyond the reasonable control of such party,
<br />including, without limitation, natural calamity, acts of God, terrorist events, or delays in product shipment
<br />caused by any of the preceding events, provided payment obligations shall not be so excused. Each party shall
<br />notify the other in writing of any situation that may prevent performance under the terms and conditions of this
<br />Agreement.
<br />23. ENTIRETY OF AGREEMENT. This Agreement, including any exhibits attached hereto and any documents
<br />incorporated herein by reference, contains the entire understanding and agreement between
<br />the Client and Contractor, their assigns and successors in interest, as to the matters contained herein. Any prior
<br />or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any
<br />provision of this Agreement.
<br />24. ASSIGNMENT. Contractor may not assign any of their respective rights or obligations hereunder, whether by
<br />operation of law or otherwise, without the prior written consent of the other party, including any assignment or
<br />transfer in connection with a merger, reorganization, or sale of all or substantially all of the assets or equity of
<br />such party. Any attempted assignment in breach of this Section shall be void and Client shall have the right to
<br />terminate this Agreement as set forth herein. This Agreement shall bind and inure to the benefit of the parties,
<br />their respective successors and permitted assigns.
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