COSTA MESA, CITY OF (3)-2012 - Laserfiche WebLink

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