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g. Force Majeure: Either Party shall be excused from performing its <br />obligations under this Agreement during the time and to the extent that it is <br />prevented from performing by an unforeseeable cause beyond its control, <br />including but not limited to; any incidence of fire, flood; acts of God; <br />commandeering of material, products, plants or facilities by the federal, <br />state or local government; national fuel shortage; or a material act or <br />omission by the other party; when satisfactory evidence of such cause is <br />presented to the other Party, and provided further that such <br />nonperformance is unforeseeable, beyond the control and is not due to <br />the fault or negligence of the Party not performing. <br />h. Assignment: Neither this Agreement, nor any of the Parties rights, <br />obligations, duties, hereunder may be assigned in whole or in part by <br />either Party without the prior written consent of the other Party in its sole <br />and absolute discretion. Any such attempt of assignment shall be deemed <br />void and of no force and effect. Consent to one assignment shall not be <br />deemed consent to any subsequent assignment, nor the waiver of any <br />right to consent to such subsequent assignment. <br />i. Obligations To Comply with Law: Nothing herein shall be deemed nor <br />construed to authorize or require any Party to issue bonds, notes or other <br />evidences of indebtedness under the terms, in amounts, or for purposes <br />other than as authorized by local, state or federal law. <br />j. Governing Law: The laws of the State of California and applicable local <br />and federal laws, regulations and guidelines shall govern this Agreement. <br />k. Litigation fees: Should litigation arise out of this Agreement for the <br />performance thereof, the court shall award costs and expenses, including <br />attorney's fees, to the prevailing party. <br />1. Notices: Any notices, requests, or demands made between the parties <br />pursuant to this Agreement are to be directed as follows: <br />If to Costa Mesa: <br />City Clerk <br />City of Costa Mesa <br />77 Fair Drive <br />Costa Mesa, CA 92626 <br />If to Santa Ana: <br />Clerk of the Council <br />City of Santa Ana <br />20 Civic Center Plaza (M-30) <br />Santa Ana, CA 92702 <br />7. DISPUTE RESOLUTION: <br />COSTA MESA and SANTA ANA hereby acknowledge that OCTA will not <br />resolve any disagreements which may arise among the two parties, including <br />scope, financing and deliverables. <br />8. DELEGATED AUTHORITY <br />The actions required to be taken by the CITIES in the implementation of this <br />Agreement are delegated to its Chief Executive Officer, City Manager or <br />equivalent designee. <br />6 <br />25G-8