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a• Cherry
<br />Bekaert
<br />Proposal for City of Santa Ana
<br />`� Cherry Bekaert
<br />Your Guide Forward
<br />this Agreement be taken or held to be a waiver of any further right or breach of the same provision. All
<br />rights and remedies of each Party shall be in addition to all other rights and remedies available at law or
<br />in equity, including, without limitation, specific performance for the enforcement of this Agreement, and
<br />temporary and permanent injunctive relief.
<br />15.7. Notices. All notices, consents, waivers and other communications under this Agreement
<br />shall be in writing and shall be deemed to have been duly given (a) when delivered by hand; (b) when
<br />transmitted by email if sent prior to 5:00 p.m. Eastern Time on a business day and otherwise on the next
<br />following business day; (c) five business days after it is mailed, if mailed by registered or certified mail,
<br />postage prepaid (return receipt requested); or (d) one business day after It is sent, if sent by a nationally
<br />recognized overnight delivery service (e.g. FedEx) with tracking; in each case to the Parties at the
<br />addresses on the signature page to this Agreement (or such other address for a Party as shall be
<br />specified by like notice, provided that notices of a change of address shall be effective only upon receipt
<br />thereof).
<br />15.8. Choice of Law; Consent to Jurisdiction. This Agreement shall be governed by and
<br />construed in accordance with the laws of the Commonwealth of Virginia, in all respects, without regard to
<br />conflicts of law principles. The Parties hereby consent to the jurisdiction of the courts of Henrioo County of
<br />the Commonwealth of Virginia and of the United States District Courts located in Henrico County of the
<br />Commonwealth of Virginia (to the extent such courts have subject matter jurisdiction) in connection with
<br />any action, suit, or other proceeding in connection with, arising out of, or relating to this Agreement, and
<br />agree not to assert in any such action, suit, or proceeding that it or he is not personally subject to the
<br />jurisdiction of such courts, that the action, suit, or proceeding is brought in an inconvenient forum, or that
<br />venue of the action, suit, or proceeding is improper.
<br />15.9. WAIVER OF TRIAL BY JURY. EACH OF THE PARTIES HERETO HEREBY
<br />IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
<br />COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.
<br />15.10. Assignment; Third Party Beneficiaries. Except as otherwise provided in this Agreement,
<br />neither Party may assign or delegate this Agreement, or any of its rights or obligations under this
<br />Agreement, without the prior written consent of the other Party. Each Party shall have the right to assign
<br />this Agreement without the other Party's consent to its affiliate or in connection with a merger, acquisition,
<br />restructuring, reorganization, or a sale or other disposition of all or substantially all of its assets or equity
<br />interests. Any assignment or delegation in violation of the foregoing shall be void. Subject to the
<br />foregoing, this Agreement will be binding upon and inure to the benefit of the Parties, their successors
<br />and permitted assigns. Except as set forth in Section 11, the Parties do not confer any rights, benefits, or
<br />remedies upon any person or entity other than the Parties to this Agreement and their respective
<br />successors and permitted assigns.
<br />15.11. Counterparts: Electronic Signature. This Agreement may be executed in one or more
<br />counterparts, each of which shall be deemed an original, but all of which together shall constitute one and
<br />the same instrument. Signatures delivered by email of a .pdf file or by an electronic method shall be
<br />enforceable to the same extent as an original signature. A facsimile or photocopy of a signature or
<br />electronic signature shall have the same legal effect as an original ink signature.
<br />15.12. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any
<br />jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this
<br />Agreement or invalidate or render unenforceable such provision in any other jurisdiction. Upon a
<br />determination that any provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good
<br />faith to modify this Agreement to affect the original intent of the Parties as closely as possible to the end
<br />that the transactions contemplated hereby are fulfilled to the greatest extent possible.
<br />3800 Glenwood Avenue, Suite 200, Raleigh, NC 27612 1 P 919.782.1040 1 cbh.com
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