Item 14 - Santa Ana Zoo Giant River Otter and Primate Trails

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licensed contractor, to finish the Project; and (iii) that the Owner hereby forever releases and discharges any and all claims that the Surety as an unlicensed contractor. 18. Agreement Binding on Successors. This Agreement shall be binding upon the successors and assignees of Surety and Owner. Surety shall not assign this Agreement without the written consent of Owner. Assignment without such written consent shall be void. 19. No Modification Except in Writing_. This Agreement cannot be modified except in a writing signed by both Owner and Surety. 20. This Agreement Controls. In case of conflict between the provisions of this Agreement and the provisions of the Contract and/or Performance and Payment Bonds, this Agreement shall control. Notwithstanding any other provision herein, this Agreement shall not be interpreted to limit any of the Owner's rights under the Contract or the Performance Bond. Further, this Agreement, the Contract and the Performance and Payment Bonds constitute the entire Agreement between Owner and Surety and, together, supersede all prior negotiations, representations, offers, other writings and oral statements of every description. 21. Construction and Application of Law. The parties stipulate that this Agreement and all agreements or documents incorporated herein shall not be subject to the rule of construction that a written agreement is construed against the party preparing or drafting that Agreement. The parties also agree that this Agreement and its performance shall be governed by and construed in accordance with all applicable local, state, and federal laws, regulations, rules, and ordinances. 22. Validity. The provisions of this Agreement shall be applied and interpreted in a manner consistent with each other so as to carry out the purposes and intent of the parties, but if for any reason any provision is unenforceable or invalid, such provision shall be deemed severed from this Agreement and the remaining provisions shall be carried out with the same force and effect as if the severed provision had not been a part of this Agreement. The headings of the Paragraphs are included solely for convenience of reference, and if there is any conflict between such headings and the text of Agreement, the Agreement shall control. This Agreement shall be governed by the laws of the State of California. 23. No Waiver. The failure of either party to exercise in any respect a right provided for in this Agreement shall not be deemed to be a subsequent waiver of the same right or of any other right. 24. Counterparts. This Agreement may be executed in any number of counterparts each of which, when executed and delivered, shall be deemed to be an original with all the counterparts constituting but one and the same instrument. 7