City Council

18. GENERAL PROVISIONS\n18. Consultant shall not delegate, transfer, assign its duties or rights\nsubcontract or\nhereunder, either in whole or in part, without s City' prior written consent, and any\nto do so shall be void and of no effect. City shall not be obligated or liable under\nattempt\nthis Agreement to any party other than Consultant.\n2\n18. In the performance of this Agreement, Consultant shall not discriminate against any\nemployee, subcontractor, or applicant for employment because of race, color, creed,\nreligion, sex, marital status, sexual orientation, national origin, ancestry, age, physical or\nmental disability, medical condition or any other unlawful basis.\n3\n18. The captions appearing at the commencement of the sections hereof, and in any\nparagraph thereof, are descriptive only and for convenience in reference to this\nAgreement. Should there be any conflict between such heading, and the section or\nor paragraph thereof, as the\nparagraph thereof at the head of which it appears, the section\ncase may be, and not such heading, shall control and govern in the construction of this\nAgreement. Masculine or feminine pronouns shall be substituted for the neuter form and\nvice versa, and the plural shall be substituted for the singular form and vice versa, in any\nplace or places herein in which the context requires such substitution(\ns).\n4\n18. The waiver by City or Consultant of any breach of any term, covenant or condition herein\ncontained shall not be deemed to be a waiver of such term, covenant or condition or of\nor condition herein\nany subsequent breach of the same or any other term,\ncovenant\ncontained. No term, covenant or condition of this Agreement shall be deemed to have\nbeen waived by City or Consultant unless in writing.\n5\n18. Consultant shall not be liable for any failure to perform if Consultant presents acceptable\ns sole judgment that such failure was due to causes beyond the control\nevidence, in City'\nand without the fault or negligence of Consultant.\nInitials: ( City) Contractor) Or Page 10 of 26\nv. 7.\n0 Last Update: 05/\n( 04/\n22)\nProfessional Services Agreement\nProviding for Payment of Prevailing Wages\nMNS Engineers, Inc.\nCity of Calabasas//\n6\n18. Each right, power and remedy provided for herein or now or hereafter existing at law, in\nequity, by statute, or otherwise shall be cumulative and shall be in addition to every other\nright, power, or remedy provided for herein or now or hereafter existing at law, in equity,\nby statute, or otherwise. The exercise, the commencement of the exercise, or the\nforbearance of the exercise by any party of any one or more of such rights, powers or\nremedies shall not preclude the simultaneous or later exercise by such party of any of all\nof such other rights, powers or remedies. In the event legal action shall be necessary to\nenforce any term, covenant or condition herein contained, the party prevailing in such\naction, whether reduced to judgment or not, shall be entitled to its reasonable and actual\ncourt costs, including accountants' fees, if any, and attorneys' fees expended in such\naction. The venue for any litigation shall be Los Angeles County, California.\n7\n18. If any term or provision of this Agreement or the application thereof to any person or\ncircumstance shall, to any extent, be invalid or unenforceable, then such term or\nprovision shall be amended to, and solely to, the extent necessary to cure such invalidity\nor unenforceability, and shall be enforceable in its amended form. In such event, the\nremainder of this Agreement, or the application of such term or provision to persons or\ncircumstances other than those as to which it is held invalid or unenforceable, shall not be\naffected thereby, and each term and provision of this Agreement shall be valid and be\nenforced to the fullest extent permitted by law.\n8\n18. This Agreement shall be governed and construed in accordance with the laws of the State\nof California.\n9\n18. All documents referenced as exhibits in this Agreement are hereby incorporated into this\nAgreement. In the event of any material discrepancy between the express provisions of\nthis Agreement and the provisions of any document incorporated herein by reference, the\nprovisions of this Agreement shall prevail. This instrument contains the entire\nAgreement between City and Consultant with respect to the transactions contemplated\nherein. No other prior oral or written agreements are binding upon the parties.\nAmendments hereto or deviations herefrom shall be effective and binding only if made in\nwriting and executed by City and Consultant.\n10\n18. This Agreement is further subject to the provisions of Article 1.\n5 ( commencing at Section\n20104) of Division 2, Part 3 of the Public Contract Code regarding the resolution of\npublic works claims of less than $ 000.\n375, Article 5\n1. mandates certain procedures for\nthe filing of claims and supporting documentation by the contractor, for the response to\nsuch claims by the contracting public agency, for a mandatory meet and confer\nconference upon the request of the contractor, for mandatory nonbinding mediation in the\nevent litigation is commenced, and for mandatory judicial arbitration upon the failure to\nresolve the dispute through mediation. This Agreement hereby incorporates the\nof Article 5\n1. as though fully set forth herein.\nprovisions\n11\n18. This Agreement is further subject to the provisions of California Public Contracts Code §\n6109 which prohibits the Consultant from performing work on this project with a\nsubcontractor who to perform work on the project pursuant to §§ 1777. or\nInitials: ( City) Contractor) 12\ni sineligible Page 11 of 26\nv. 7.\n0 Last Update: 05/\n( 04/\n22)\nProfessional Services Agreement\nProviding for Payment of Prevailing Wages\nCity of Calabasas//\nMNS Engineers, Inc.\n7 of the Labor Code.\n1777.