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City of Santa Ana <br />Proposal for Financial Feasibility Analysis <br />June 19, 2017 <br />Page 4 ofB <br />shall be entitled to take up to five depositions with document requests. The provisions <br />of Section 1283.05 (except subdivision (e) thereof) of the California Code of Civil <br />Procedure are incorporated by reference herein, except to the extent they conflict with this <br />Agreement, in which case this Agreement is controlling. If the matter is heard by only one <br />arbitrator, such arbitrator shall be a member of the State Bar of California or a retired <br />judge. If the matter is heard by an arbitration panel, at least one member of such panel <br />shall be a member of the State Bar of California or a retired judge. The arbitrator or <br />arbitrators shall decide all questions of law, and all mixed questions of law and fact, in <br />accordance with the substantive law of the State of California to the end that all rights and <br />defenses which either party may have asserted in a court of competent jurisdiction shall <br />be fully available to such party in the arbitration proceeding contemplated hereby. The <br />arbitrator and arbitrators shall set forth and deliver their findings of fact and conclusions of <br />law with the delivery of the arbitration award. Judgment upon the award rendered shall <br />be final and non -appealable and may be entered in any court having jurisdiction. <br />C. Attorneys' Fees. In the event of any legal action, arbitration, or proceeding arising <br />out of an alleged breach of this Agreement, the party prevailing in such legal action, <br />arbitration, or proceeding shall be entitled to recover reasonable attorneys' fees, expenses <br />and costs, as well as all actual attorneys' fees, expenses and cost incurred in enforcing <br />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 hereunder <br />may be assigned by either party without the prior written consent of the other party. <br />G. Successors and Assigns. This Agreement shall be binding upon and inure to the <br />benefit of the parties hereto and their 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, whether <br />written or oral, related hereto are superseded hereby. No addition or modification of any <br />term or provision of this Agreement shall be effective unless set forth in writing signed by <br />both parties. No waiver of any of the provisions of this Agreement shall be deemed to <br />constitute a waiver of any other provision hereof (whether or not similar), nor shall such <br />waiver constitute a continuing waiver of such provisions unless otherwise expressly <br />provided. Each party to this Agreement has participated in its drafting and, therefore, <br />ambiguities in this Agreement will not be construed against any party to this Agreement. <br />I. 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 each <br />KOSMONT COMPANIES <br />1601 N. Sepulveda Blvd. !2382_ Manhattan Beach, CA 90266 1 ph 424.297.1070 1 www.kosmont.com <br />