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breach of the same or any other term, covenant or condition contained herein, whether <br />of the same or a different character. <br />11.4 Integrated Contract. This MOU represents the full and complete <br />understanding of every kind or nature whatsoever between the parties hereto, and all <br />preliminary negotiations and agreements of whatsoever kind or nature are merged <br />herein. No verbal agreement or implied covenant shall be held to vary the provisions <br />herein. <br />11.5 Conflicts or Inconsistencies. In the event there are any conflicts or <br />inconsistencies between this MOU and any attachments attached hereto, the terms of <br />this MOU shall govern. <br />11.6 Interpretation. The terms of this MOU shall be construed in accordance <br />with the meaning of the language used and shall not be construed for or against either <br />party by reason of the authorship of the MOU or any other rule of construction which <br />might otherwise apply. <br />11.7 Amendments. This MOU may be modified or amended only by a written <br />document executed by both Santa Ana and City and approved as to form by the City <br />Attorney. <br />11.8 Severability. If any term or portion of this MOU is held to be invalid, illegal, <br />or otherwise unenforceable by a court of competent jurisdiction, the remaining <br />provisions of this MOU shall continue in full force and effect. <br />11.9 Controlling Law and Venue. The laws of the State of California shall <br />govern this MOU and all matters relating to it and any action brought relating to this <br />MOU shall be adjudicated in a court of competent jurisdiction in the County of Orange, <br />State of California. <br />11.10 Equal Opportunity Employment. The parties represent that they are <br />equal opportunity employers and they shall not discriminate against any subcontractor, <br />employee or applicant for employment because of race, religious creed, color, national <br />origin, ancestry, physical handicap, medical condition, marital status, sex, sexual <br />orientation, age or any other impermissible basis under law. <br />11.11 No Attorneys' Fees. In the event of any dispute or legal action arising <br />under this MOU, the prevailing party shall not be entitled to attorneys' fees. <br />11.12 Counterparts. This MOU may be executed in two (2) or more <br />counterparts, each of which shall be deemed an original and all of which together shall <br />constitute one (1) and the same instrument. <br />[SIGNATURES ON NEXT PAGE] <br />City of Santa Ana Page 6 <br />