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City of Santa Ana <br />Proposal for Services <br />July 15, 2014 <br />Page 5 of 8 <br />contemplated hereby. The arbitrator and arbitrators shall set forth and deliver their <br />findings of fact and conclusions of law with the delivery of the arbitration award. <br />Judgment upon the award rendered shall be final and non - appealable and may be <br />entered in any court having jurisdiction. <br />C. Attorneys' Fees. In the event of any legal action, arbitration, or proceeding <br />arising out of an alleged breach of this Agreement, the party prevailing in such legal <br />action, arbitration, or proceeding shall be entitled to recover reasonable attorneys' fees, <br />expenses and costs, as well as all actual attorneys' fees, expenses and cost incurred in <br />enforcing any judgment entered. <br />D. Authority. Each of the parties executing this Agreement warrants that persons <br />duly authorized to bind each such party to its terms execute this Agreement. <br />E. Further Actions. The parties agree to execute such additional documents and <br />take such further actions as may be necessary to carry out the provisions and Intent of <br />this Agreement. <br />F. Assignment. Neither this Agreement nor any of the rights or obligations <br />hereunder may be assigned by either party without the prior written consent of the other <br />party. <br />G. Successors and Assigns. This Agreement shall be binding upon and inure to <br />the benefit of the parties hereto and there respective successors and assigns. <br />H. Entire Agreement; Amendments and Waivers. This Agreement contains the <br />entire agreement between the parties relating to the transactions contemplated hereby <br />and any and all prior discussions, negotiations, commitments and understanding, <br />whether written or oral, related hereto are superseded hereby. No addition or <br />modification of any term or provision of this Agreement shall be effective unless set forth <br />in writing signed by both parties. No waiver of any of the provisions of this Agreement <br />shall be deemed to constitute a waiver of any other provision hereof (whether or not <br />similar), nor shall such waiver corstitute a continuing waiver of such provisions unless <br />otherwise expressly provided. Each party to this Agreement has participated in its <br />drafting and, therefore, ambiguities in this Agreement will not be construed against any <br />party to this Agreement. <br />1. Severability. If any term or provision of this Agreement shall be deemed invalid <br />or unenforceable, the remainder of this Agreement shall not be affected thereby, and <br />each remaining term and provision of this Agreement shall be valid and in force to the <br />fullest extent permitted by law. <br />J. Notices. All notices, requests, demands and other communications which may <br />be required under this Agreement shall be in writing and shall be deemed to have been <br />received when transmitted; if personally delivered, if transmitted by telecopier, electronic <br />or digital transmission method, upon transmission; if sent by next day delivery to a <br />domestic address by a recognized overnight delivery service (e.g., Federal Express), the <br />KOSMONT COMPANIES <br />866 South Figueroa Street 35r^ Floor Los Angsles CA 90017 ph 213.417.3300 fx 213.417.3311 www,koemont.com <br />25B -15 <br />