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8. GENERAL PROVISIONS <br />a. Complete Agreement, This Agreement, including any attachments <br />incorporated herein and made applicable by reference, constitutes the <br />complete and exclusive statement of the terms and conditions of the <br />agreement between COSTA MESA and SANTA ANA and it supersedes all <br />prior representations, understandings and communications between the <br />parties. <br />b. Representatives. COSTA MESA designates its City Manager or his or her <br />designee to be the representative of COSTA MESA for purposes of this <br />Agreement. The City Manager may issue all consents, approvals, directives, <br />and agreements on behalf of COSTA MESA called for by this Agreement, <br />except as otherwise expressly provided in this Agreement. <br />SANTA ANA designates its City Manager or his or her designee to be the <br />representative of SANTA ANA for purposes of this Agreement. The City <br />Manager may issue all consents, approvals, directives, and agreements on <br />behalf of SANTA ANA called for by this Agreement, except as otherwise <br />expressly provided in this Agreement. <br />c. Waiver. The delay or failure of either party at any time to require performance <br />or compliance by the other of any of its obligations or agreements shall in no <br />way be deemed a waiver of those rights to require such performance or <br />compliance. No waiver of any provision of this Agreement shall be effective <br />unless in writing and signed by a duly authorized representative of the party <br />against whom enforcement of a waiver is sought. The waiver of any right or <br />remedy in respect to any occurrence or event shall not be deemed a waiver of <br />any right or remedy in respect to any other occurrence or event, nor shall any <br />waiver constitute a continuing waiver. <br />d. Severability. If any term, provision, covenant or condition of this Agreement is <br />held to be invalid, void or otherwise unenforceable, to any extent, by any <br />court of competent jurisdiction, the remainder of this Agreement shall not be <br />affected thereby, and each term, provision, covenant or condition of this <br />Agreement shall be valid and enforceable to the fullest extent permitted by <br />law. <br />e. Compliance with All Laws. COSTA MESA and SANTA ANA shall comply with <br />all applicable federal, state and local laws, statutes, ordinances and <br />regulations of any governmental agency having jurisdiction over the <br />PROJECT. <br />f. Force Majeure. Neither party shall be responsible for delays or lack of <br />performance resulting from acts beyond the reasonable control of the party or <br />parties. Such acts include, but are not limited to, any incidence of fire, flood, <br />25D-9 <br />