COOPERATIVE PERSONNEL SERVICES DBA CPS HR CONSULTING

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the persons at the address listed in the applicable Statement of Work. 2. Dispute Resolution; Remedies. (a) In the event of a dispute, the parties may agree to pursue mediation or either binding or nonbinding arbitration to resolve their dispute, under such rules as the parties may agree. (b) If either CPS HR or Client determines it appropriate to file a judicial action, then, in addition to any other remedies available at law or in equity, Client acknowledges that breach of this Agreement may result in irreparable harm to CPS HR for which damages would be an inadequate remedy and, therefore, CPS HR shall be entitled to seek equitable relief, including injunction. 3. Attorneys Fees. If any legal action or arbitration or other proceeding is brought to enforce or construe the term of this Agreement or because of an alleged dispute, breach or default in connection with any provision of this Agreement, the successful or prevailing Party shall be entitled to recover reasonable attorneys fees and other costs incurred in that action, arbitration or proceeding in addition to any other relief to which it may be entitled. 4. Governing Law. This Agreement will be governed by the laws of the State of California without regard to its rules concerning conflict of laws. 5. Force Majeure. Neither Party shall be liable for delays caused by fire, accident, labor dispute, war, insurrection, riot, act of government, inaction of government, superior force, or any other cause, existing or future reasonably beyond its control. Cooperative Personnel Services dba CPS HR Consulting 2450 Del Paso Road, Suite 220, Sacramento, CA 95834 By: f r LA14L fK Authorized Signature Melissa Asher Title: Senior Leader Page 3 of 5 6. Waiver. The failure of any Party at any time or times to require performance of any provision of this Agreement shall in no manner affect its right to enforce that provision at a later time. Nor shall the waiver by either Party of a breach of any provision of this Agreement be taken or held to be a waiver of the provision itself. No waiver shall be enforceable unless made in writing and signed by the Party granting the waiver. 7. Entire Agreement; Modifications. This Agreement and the attached addendum constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all other agreements, representations and warranties. All modifications and supplements to this Agreement must be in writing and signed by both parties. 6. Counterparts; Facsimile Signature; Electronic Signature. This Agreement may be executed in any number of counterparts. I this Agreement or any counterpart is signed and then faxed or e-mailed by PDF or otherwise, the faxed or -mailed copy bearing the signature shall be as good as the original, wet -ink signed copy for all intents and purposes. 9. Authority to Sign. The person signing this Agreement on behalf of the Client (the Principal Signer) represents that he or she is the head of the agency or is otherwise duly authorized to sign this Agreement and to bind the Client. 10. Ambiguities. As this Agreement has been voluntarily and freely negotiated by both parties, the rule that ambiguous contractual provisions are construed against the drafter of the provision shall be inapplicable to this Agreement. City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 By: See attached signature Page Authorized Signature Name: Title: