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8. GENERAL PROVISIONS a. Complete Agreement. This Agreement, including any attachments Incorporated herein and made applicable by reference, constitutes the complete and exclusive statement of the terms and conditions of the agreement between COSTA MESA and SANTA ANA and it supersedes all prior representations, understandings and communications between the parties. b. Representatives. COSTA MESA designates its City Manager or his or her designee to be the representative of COSTA MESA for purposes of this Agreement. The City Manager may issue all consents, approvals, directives, and agreements on behalf of COSTA MESA called for by this Agreement, except as otherwise expressly provided in this Agreement. SANTA ANA designates its City Manager or his or her designee to be the representative of SANTA ANA for purposes of this Agreement. The City Manager may issue all consents, approvals, directives, and agreements on behalf of SANTA ANA called for by this Agreement, except as otherwise expressly provided in this Agreement. c, Waiver. The delay or failure of either party at any time to require performance or compliance by the other of any of Its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver. d. Severabilitv. If any term, provision, covenant or condition of this Agreement is held to be invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the remainder of this Agreement shall not be affected thereby, and each term, provision, covenant or condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. e. Compliance with All Laws. COSTA MESA and SANTA ANA shall comply with all applicable federal, state and local laws, statutes, ordinances and regulations of any governmental agency having jurisdiction over the PROJECT. f. Force Majeure. Neither party shall be responsible for delays or lack of performance resulting from acts beyond the reasonable control of the party or parties. Such acts include, but are not limited to, any Incidence of fire, flood, 7