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55394.00000\42495009.1 <br /> <br />19. Arbitration. Any controversy or claim arising out of the interpretation <br />or performance of this Agreement, or otherwise pertaining to this Agreement or Nuñez’s <br />appointment and service as the City Manager, shall be resolv ed by binding arbitration in <br />Orange County, California, in accordance with the rules of the Judicial Arbitration and <br />Mediation Services, Inc., or such other arbitration service that the City and Nuñez may <br />mutually select; and the arbitration award may be enforced as provided by California law. <br />The City shall be solely responsible for the costs of administration and the costs of the <br />arbitrator. <br />20. Assignment. This Agreement is not assignable by either the City or <br />Nuñez. The City and Nuñez acknowledge that this Agreement is a personal services <br />agreement for the personal services of the City Manager. <br />21. General Provisions <br />a. The text herein shall constitute the entire agreement between <br />the Parties. No representations have been made or relied upon except as set forth herein. <br />The Agreement is deemed to have been prepared by all of the Parties hereto, and any <br />uncertainty or ambiguity herein shall not be interpreted against the drafter, but rather, if <br />such ambiguity or uncertainty exists, shall be interpreted according to the applicable rules <br />of interpretation of contracts under the law of the State of California. The use of section <br />headings in this Agreement is provided for convenience only and will not have any impact <br />on the interpretation of particular provisions. <br />b. If Nuñez dies or becomes incapacitated during the Term of <br />this Agreement, any accrued and unpaid wages provided by the terms of this Agreement <br />shall be paid by City to Nuñez’s spouse or if no spouse, to Nuñez’s dependents. The <br />Agreement shall be binding upon, or shall inure to the benefit of, the respective heirs, <br />executors, administrators, successors and assigns of the Parties; provided, however, <br />that Nuñez may not assign Nuñez’s obligations hereunder. <br />c. If any provision or portion hereof contained in this Agreement <br />is held to be unconstitutional, invalid, or unenforceable, the remainder of this Agreement <br />or portion thereof shall be deemed severable and shall not be affected and shall remain <br />in full force and effect.