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Exhibit 7 <br />12.4 Force Majeure. Should the performance of any act required by this <br />Agreement to be performed by either City or Operator be prevented or delayed by reason <br />of an act of God, strike, lockout, labor troubles, inability to secure materials, restrictive <br />governmental laws or regulations, or any other cause except financial inability not the <br />fault of the party required to perform the act, the time for performance of the act will be <br />extended for a period equivalent to the period of delay, and performance of the act during <br />the period of delay will be excused, provided, however, that nothing contained in this <br />section shall excuse the prompt payment of compensation by Operator as required by this <br />Agreement or the performance of any act rendered difficult solely because of the <br />financial condition of the party, City or Operator, required to perform the act. <br />12.5 Access. Each party shall provide access to the Facilities to the other party, <br />and its employees, agents, contractors and subcontractors, twenty-four (24) hours a day, <br />seven (7) days a week. City represents and warrants that it has full rights of ingress and <br />egress to and from the Facilities, and hereby grants such rights to Operator to the extent <br />required to maintain, and operate Operator's program within the Facilities. Operator's <br />exercise of such rights shall not cause undue inconvenience to City. <br />12.6 Restrictions on Assignment. This Agreement is entered into specifically <br />with the parties in mind. Therefore, neither party shall assign any or all of its rights <br />under this Agreement without the prior written consent of the other party, in its sole and <br />absolute discretion. <br />12.7 Contract Administrator. The Executive Director of the Parks, Recreation <br />and Community Services Agency, or his/her designee, shall be City's Contract <br />Administrator for this Agreement and all approval and notices required to be given herein <br />shall be so directed and addressed. <br />12.8 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 />12.9 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 />12.10 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 />12.11 Entire Agreement. This Operator Agreement and the Exhibits attached <br />hereto constitute the entire agreement between the City and Operator for the use granted <br />at Cabrillo Tennis Facility for the operation and maintenance of a tennis concession <br />facility. All other agreements, promises and representations with respect thereto, other <br />than contained herein, are expressly revoked, as it has been the intention of the parties to <br />#20089v2 <br />250518 <br />