Laserfiche WebLink
With a„copy to: <br />Philip J. Henderson, Esq. <br />Sarine Abrahamian, Esq. <br />Orbach Huff & Henderson LLP <br />1901 Avenue of the Stars <br />Suite 575 <br />Los Angeles, CA 90067 <br />Telephone: 310-788-9200 <br />Vicente Sarmiento, Mayor <br />David Penaloza, Mayor Pro Tem, Ward 2 <br />Thai Viet Phan, Ward 1 <br />Jessie Lopez, Ward 3 <br />Phil Becerra, Ward 4 <br />Jonathan Ryan Hernandez, Ward 5 <br />Nelida Mendoza, Ward 6 <br />Any notice personally given or sent by electronic transmission shall be effective upon receipt. Any notice <br />sent by overnight delivery service shall be effective the business day next following delivery thereof to the <br />overnight delivery service. Any notice given by mail shall be effective three (3) days after deposit in the <br />United States mall. <br />11.5 Entire Agreement of City and Seller. This Agreement and the attached exhibits constitute the <br />entire Agreement between City and Seller and supersede all prior discussions, negotiations and <br />Agreements, whether oral or written. This Agreement may be amended or modified only by a <br />written instrument executed by City and Seller. <br />11.6 California Law. This Agreement shall be governed by and the rights, duties and obligations of City <br />and Seller shall be determined and enforced in accordance with the laws of the State of California. <br />11.7 Attorneys' Fees. If either City or Seller files any action or brings any proceedings against the other <br />arising out of this Agreement, or is made a party to any action or proceeding brought by the Title <br />Company, then, as between City and Seller, the prevailing party shal[ be entitled to recover, in <br />addition to its costs of suit and damages, reasonable attorneys' fees to be fixed by the court. The <br />"Prevailing Party" shall be the entity that is entitled to recover its costs of suit, whether or not suit <br />proceeds to final judgment. No sum for attorneys' fees shall be counted in calculating the amount <br />of a judgment for purposes of determining whether the prevailing party is entitled to its costs or <br />attorneys' fees. <br />11.8 Waiver. No waiver of any provision of this Agreement shall be considered a waiver of any other <br />provision or of any subsequent breach of the same or any other provision, including the time for <br />performance of any such provision. The exercise by City or Seller of any remedy provided in this <br />Agreement or at law shall not prevent the exercise by that entity of any other remedy provided <br />in this Agreement or at law or In equity. <br />11.9 Binding Agreement. This Agreement shall be binding upon and inure to the benefit of City and <br />Seller hereto and their respective heirs, legal representatives, successors, and assigns. <br />11.10 Assignment. Neither City nor Seller may assign, transfer or convey its rights or obligations under <br />this Agreement without the prior written consent of the other Party to this Agreement, and then <br />only if assignee assumes in writing all of the prior Party's obligations hereunder; provided, <br />however, neither City nor Seller shall be released from its obligations hereunder by reason of such <br />assignment. <br />11.11 Counterparts. This Agreement and all amendments and supplements to it may be executed in <br />counterparts, and all counterparts together shall be construed as one (1) document. <br />Purchase and Sale Agreement - Santa Ana Unified School District -City of Santa Ana -Water Tower Site <br />Page 11 <br />