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Contract No. ML11029 <br />terms under the Contract, including but not limited to, the use and reporting requirements. Accordingly, <br />CONTRACTOR further agrees that AQMD is authorized to file a UCC filing statement or similar <br />security instrument to secure its interests in the equipment and/or vehicles that are the subject of <br />the Contract. In the event CONTRACTOR files for bankruptcy protection, CONTRACTOR shall notify <br />AQMD within 10 business days of such filing. <br />19. COMPLIANCE WITH APPLICABLE LAWS - CONTRACTOR agrees to comply with all federal, state, and <br />local laws, ordinances, codes and regulations and orders of public authorities in the performance of this <br />Contract and to ensure that the provisions of this clause are included in all subcontracts. <br />20. ASSIGNMENT - The rights granted hereby may not be assigned, sold, licensed, or otherwise transferred by <br />either party without the prior written consent of the other, and any attempt by either party to do so shall be <br />void upon inception. <br />21. NON-EFFECT OF WAIVER - CONTRACTOR'S or AQMD'S failure to insist upon the performance of any or <br />all of the terms, covenants, or conditions of this Contract, or failure to exercise any rights or remedies <br />hereunder, shall not be construed as a waiver or relinquishment of the future performance of any such <br />terms, covenants, or conditions, or of the future exercise of such rights or remedies, unless otherwise <br />provided for herein. <br />22. ATTORNEYS' FEES - In the event any action (including arbitration) is filed in connection with the <br />enforcement or interpretation of this Contract, each party in said action shall pay its own attorneys' fees and <br />costs. <br />23. FORCE MAJEURE - Neither AQMD nor CONTRACTOR shall be liable or deemed to be in default for any <br />delay or failure in performance under this Contract or interruption of services resulting, directly or indirectly, <br />from acts of God, civil or military authority, acts of public enemy, war, strikes, labor disputes, shortages of <br />suitable parts, materials, labor or transportation, or any similar cause beyond the reasonable control of <br />AQMD or CONTRACTOR. <br />24. SEVERABILITY - In the event that any one or more of the provisions contained in this Contract shall for any <br />reason be held to be unenforceable in any respect by a court of competent jurisdiction, such holding shall <br />not affect any other provisions of this Contract, and the Contract shall then be construed as if such <br />unenforceable provisions are not a part hereof. <br />25. HEADINGS - Headings on the clauses of this Contract are for convenience and reference only, and the <br />words contained therein shall in no way be held to explain, modify, amplify, or aid in the interpretation, <br />construction, or meaning of the provisions of this Contract. <br />26. DUPLICATE EXECUTION - This Contract is executed in duplicate. Each signed copy shall have the force <br />and effect of an original. <br />27. GOVERNING LAW - This Contract shall be construed and interpreted and the legal relations created <br />thereby shall be determined in accordance with the laws of the State of California. Venue for resolution of <br />any dispute shall be Los Angeles County, California. <br />55A-28