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11.8 Incorporation of Recitals/Exhibits. All of the recitals and exhibits set forth <br />in or attached to this Agreement are by this reference incorporated in and made a part of <br />this Agreement. <br />11.9 Construction. The parties acknowledge that each party and its counsel have <br />reviewed and revised this Agreement and that the normal rule of construction to the effect <br />that any ambiguities are to be resolved against the drafting party shall not be employed in <br />the interpretation of this Agreement or any amendments hereto. <br />11.10 Governing Law and Venue. This Agreement shall be construed and <br />interpreted in accordance with and shall be governed and enforced in all respects <br />according to the laws of the State of California. If a dispute arises between the Parties, <br />venue shall be proper in Orange County, California. <br />11.11 Entire Agreement. This Concessionaire Agreement and the Exhibits <br />attached hereto constitute the entire agreement between the City and Concessionaire for <br />the use granted at Cabrillo Tennis Facility for the operation and maintenance of a tennis <br />concession facility. All other agreements, promises and representations with respect <br />thereto, other than contained herein, are expressly revoked, as it has been the intention of <br />the parties to provide for a complete integration within the provisions of this document, <br />and the Exhibit(s) attached hereto, the terns, conditions, promises and covenants relating <br />to the operation and maintenance of a tennis concession facility and the Facilities to be <br />used in the conduct thereof. No alteration of or amendment to this Agreement shall be <br />effective unless given in writing and signed by the party or parties sought to be charged <br />or bound by the alteration or amendment. <br />11.12 Captions. Any captions or headings to the sections and subsections in this <br />Agreement are solely for the convenience of the parties hereto, are not a part of this <br />Agreement, and shall not be used for the interpretation or determination of validity of this <br />Agreement or any provision hereof. <br />11.13 Severability. If any one or more of the provisions contained in this <br />Agreement shall for any reason be held to be invalid, illegal or unenforceable in any <br />respect, such invalidity, illegality or unenforceability shall not affect any other provision <br />hereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceable <br />term or provision had never been contained herein. <br />11.14 Further Assurances. Each party shall cooperate with the other and shall <br />execute such other documents as may be reasonably necessary to cant' out the provisions <br />of this Agreement. <br />11.15 No Waiver. Any waiver, consent or approval by either party of any <br />breach, default or event of default of any provision, condition or covenant of this <br />agreement must be in writing and shall be effective only to the extent set forth in writing. <br />No waiver of any breach, default or event of default shall be deemed a waiver of any later <br />breach, default or event of default of the same or any other provision of this Agreement. <br />Any failure or delay on the part of either party in exercising any power, right or privilege <br />10 <br />25A-18 <br />