WEST COAST ARBORISTS 1 -2004 - Laserfiche WebLink

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The sale, assignment, transfer or other disposition of any of the issued outstanding capital stock of CONTRACTOR, or of the interest of any general partner or joint venture which shall result in changing the control of CONTRACTOR, shall be construed as an assignment of this Agreement. Control means fifty percent (50 %) or more of the voting power, or twenty -five percent (25 %) or more of the assets of the corporation, partnership or joint venture. 28. VENUE. Any action at law or in equity brought by either of the parties hereto for the purpose of enforcing a right or rights provided for by this Agreement shall be tried in a court of competent jurisdiction in the County of Orange, State of California, and the parties hereby waive all provisions of law providing for a change of venue in such proceedings to any other county. 29. COST OF LITIGATION. If any legal action is necessary to enforce any provision of this Agreement, or for damages by reason of any alleged breach of any provisions of this Agreement, the parties agree that the court with jurisdiction over the action may determine and fix reasonable attorneys' fees and expenses to be paid to the prevailing party. 30. WAIVER. A waiver by CITY of any breach of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same of any other term, covenant or condition contained herein whether of the same of a difference character. 31. COMPLIANCES. CONTRACTOR represents that CONTRACTOR is familiar with and shall comply with all laws, state or federal, and all ordinances, rules and regulations enacted or issued by CITY which are applicable to the performance of services under this Agreement. 32. TERMINATION. In the event CONTRACTOR fails or refuses to timely perform any of the provisions of this Agreement in the manner required, or if CONTRACTOR violates any provisions of this Agreement CONTRACTOR shall be deemed in default. If such default is not cured within a period of two (2) working days, or if more than two (2) working days are reasonable required to cure the default and CONTRACTOR fails to give adequate assurance of due performance within two (2) working days after CONTRACTOR receives written notice of default from CITY, CITY may terminate the Agreement forthwith by giving written notice. 33. CITY RIGHT TO EMPLOY OTHER CONTRACTORS. CITY reserves the right to employ other contractors in connection with this project. 33. INTEGRATED CONTRACT. This Agreement represents the full and complete understanding of every kind of nature whatsoever between the parties and all preliminary negotiations and agreements of whatsoever kind of nature are merged in this Agreement. No verbal agreement or implied covenant shall be held to vary the provisions hereon. Any modification of this Agreement will be effective only if in writing signed by the duly authorized officers of both CITY and CONTRACTOR. 91