REACH EMPLOYEE ASSISTANCE-EMPLOYEE GROUP INSURANCE RENEWALS EMPLOYEE ASSISTANCE

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(a) Applicable Law, This Agreement, and the rights and duties of the parties hereunder (both. procedural and substantive), shall be governed by and construed according, to the laws of the State of California, with venue in Orange County, (b) Entire Agreement. This Agreement, including any exhibits attached hereto, constitutes the entire agreement and understanding between the parties regarding its subject matter and supersedes all prior or contemporaneous negotiations, representations, understandings, correspondence, documentation and agreements (written or oral). To the extent there is ally conflict or inconsistency between the terms and provisions of this Agreement and the exhibits attached hereto, the terms and provisions of this Agreement shall govern the rights and obligations the parties hereto, (c) Written Amendment. This Agreement may only be changed by written amendment signed by REACH and the City Manager of the City or other authorized representative of the City, subject to any requisite authorization by the City Council, Any oral representations or modifications concerning this Agreement shall be of no force or effect. (d) Severability. If any provisions of this Agreement is held by any court of competent jurisdiction to be invalid, illegal, void, or unenforceable, such portion shall be deemed severed from this Agreement, and the remaining provisions shall nevertheless continue in full force and effect as fully as though such invalid, illegal, or unenforceable portion had never been part of this Agreement. (c) Order of Precedence. In case of conflict between the terms of this Agreement and the terms contained in any document attached as an exhibit or otherwise incorporated by reference, the terms of this Agreement shall strictly prevail, (f) Choice of Forum. The parties hereby agree that this Agreement is to be executed in accordance with the applicable laws of the State of California, is entered into and is to be performed in the City of Santa Ana and that all claims or controversies arising out of or related to performance under this Agreement shall be submitted to and resolved in a -forum within the City of Santa Ana at a place to be determined by the rules of the forum. 12. TIME OF ESSENCE, Time is strictly of the essence of this Agreement and each and every covenant, term and provision hereof, 13. AUTHORITY OF REACH. REACH hereby represents and warrants to the City that REACII has the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, and its execution of this Agreement has been duly authorized. 14, INSLJRANCE. REACH shall, at its own expense, procure and maintain policies of insurance of the types and in the amOLHAS Set forth in the Agreement to which this Addendum is attached for the duration of the Agreement, including any extensions hereto. The policies shall state that they C> afford primary coverage. Failure to maintain required insurance at all times shall constitute a dCf,.ILllt Z:� and material breach. In such event, REACH shall immediately notify City and cease all 8