City Council

18. GENERAL PROVISIONS 18. Consultant shall not delegate, transfer, assign its duties or rights subcontract or hereunder, either in whole or in part, without s City' prior written consent, and any to do so shall be void and of no effect. City shall not be obligated or liable under attempt this Agreement to any party other than Consultant. 2 18. In the performance of this Agreement, Consultant shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, creed, religion, sex, marital status, sexual orientation, national origin, ancestry, age, physical or mental disability, medical condition or any other unlawful basis. 3 18. The captions appearing at the commencement of the sections hereof, and in any paragraph thereof, are descriptive only and for convenience in reference to this Agreement. Should there be any conflict between such heading, and the section or or paragraph thereof, as the paragraph thereof at the head of which it appears, the section case may be, and not such heading, shall control and govern in the construction of this Agreement. Masculine or feminine pronouns shall be substituted for the neuter form and vice versa, and the plural shall be substituted for the singular form and vice versa, in any place or places herein in which the context requires such substitution( s). 4 18. The waiver by City or Consultant of any breach of any term, covenant or condition herein contained shall not be deemed to be a waiver of such term, covenant or condition or of or condition herein any subsequent breach of the same or any other term, covenant contained. No term, covenant or condition of this Agreement shall be deemed to have been waived by City or Consultant unless in writing. 5 18. Consultant shall not be liable for any failure to perform if Consultant presents acceptable s sole judgment that such failure was due to causes beyond the control evidence, in City' and without the fault or negligence of Consultant. Initials: ( City) Contractor) Or Page 10 of 26 v. 7. 0 Last Update: 05/ ( 04/ 22) Professional Services Agreement Providing for Payment of Prevailing Wages MNS Engineers, Inc. City of Calabasas// 6 18. Each right, power and remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise shall be cumulative and shall be in addition to every other right, power, or remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise. The exercise, the commencement of the exercise, or the forbearance of the exercise by any party of any one or more of such rights, powers or remedies shall not preclude the simultaneous or later exercise by such party of any of all of such other rights, powers or remedies. In the event legal action shall be necessary to enforce any term, covenant or condition herein contained, the party prevailing in such action, whether reduced to judgment or not, shall be entitled to its reasonable and actual court costs, including accountants' fees, if any, and attorneys' fees expended in such action. The venue for any litigation shall be Los Angeles County, California. 7 18. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, then such term or provision shall be amended to, and solely to, the extent necessary to cure such invalidity or unenforceability, and shall be enforceable in its amended form. In such event, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law. 8 18. This Agreement shall be governed and construed in accordance with the laws of the State of California. 9 18. All documents referenced as exhibits in this Agreement are hereby incorporated into this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail. This instrument contains the entire Agreement between City and Consultant with respect to the transactions contemplated herein. No other prior oral or written agreements are binding upon the parties. Amendments hereto or deviations herefrom shall be effective and binding only if made in writing and executed by City and Consultant. 10 18. This Agreement is further subject to the provisions of Article 1. 5 ( commencing at Section 20104) of Division 2, Part 3 of the Public Contract Code regarding the resolution of public works claims of less than $ 000. 375, Article 5 1. mandates certain procedures for the filing of claims and supporting documentation by the contractor, for the response to such claims by the contracting public agency, for a mandatory meet and confer conference upon the request of the contractor, for mandatory nonbinding mediation in the event litigation is commenced, and for mandatory judicial arbitration upon the failure to resolve the dispute through mediation. This Agreement hereby incorporates the of Article 5 1. as though fully set forth herein. provisions 11 18. This Agreement is further subject to the provisions of California Public Contracts Code § 6109 which prohibits the Consultant from performing work on this project with a subcontractor who to perform work on the project pursuant to §§ 1777. or Initials: ( City) Contractor) 12 i sineligible Page 11 of 26 v. 7. 0 Last Update: 05/ ( 04/ 22) Professional Services Agreement Providing for Payment of Prevailing Wages City of Calabasas// MNS Engineers, Inc. 7 of the Labor Code. 1777.