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6 <br />Newport Beach, California 92660 <br />rtropp@jsheld.com <br /> <br /> <br /> 15. No Third-Party Rights. Nothing in this Agreement shall be deemed to <br />create any rights in favor of, or to inure to the benefit of, any third parties, or to waive or <br />release any defense or limitation against third party claims. <br /> <br /> 16. All Claims Referred to Surety. Owner recognizes that Surety may be <br />liable to unpaid suppliers and subcontractors of Principal. Other than as required by law, <br />Owner agrees to make no representations or promises of payment to these suppliers and <br />subcontractors and to refer all inquiries to Surety. <br /> <br /> 17. Surety’s Performance Rights Confirmed. Nothing shall limit Surety’s <br />rights as a Completing Surety under the Contract and applicable law. Owner hereby <br />recognizes those rights, including the right of equitable subrogation. Further, Owner <br />recognizes Surety’s rights as a performing Surety under the Contract, including the right <br />to additional compensation or damages where allowed or appropriate under the Contract <br />or applicable law for claims or matters arising after the date of this Agreement. The <br />Owner expressly agrees and acknowledges: (i) that Surety is entering into this <br />Agreement not as a contractor, but as a means of satisfying the Surety’s performance <br />bond obligations; (ii) that the Surety has provided to Owner the Completion Contractor, a <br />licensed contractor, to finish the Project; and (iii) that the Owner hereby forever releases <br />and discharges any and all claims that the Surety as an unlicensed contractor. <br /> <br /> 18. Agreement Binding on Successors. This Agreement shall be binding upon <br />the successors and assignees of Surety and Owner. Surety shall not assign this <br />Agreement without the written consent of Owner. Assignment without such written <br />consent shall be void. <br /> <br /> 19. No Modification Except in Writing. This Agreement cannot be modified <br />except in a writing signed by both Owner and Surety. <br /> <br /> 20. This Agreement Controls. In case of conflict between the provisions of <br />this Agreement and the provisions of the Contract and/or Performance and Payment <br />Bonds, this Agreement shall control. Notwithstanding any other provision herein, this <br />Agreement shall not be interpreted to limit any of the Owner’s rights under the Contract <br />or the Performance Bond. Further, this Agreement, the Contract and the Performance <br />and Payment Bonds constitute the entire Agreement between Owner and Surety and, <br />together, supersede all prior negotiations, representations, offers, other writings and oral <br />statements of every description. <br /> <br /> 21. Construction and Application of Law. The parties stipulate that this <br />Agreement and all agreements or documents incorporated herein shall not be subject to <br />the rule of construction that a written agreement is construed against the party preparing <br />or drafting that Agreement. The parties also agree that this Agreement and its <br />City Council 19 –8 11/16/2021