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12.4 Force Majeure. Should the performance of any act required by this Agreement to be performed by either City or Operator be prevented or delayed by reason of an act of God, strike, lockout, labor troubles, inability to secure materials, restrictive governmental laws or regulations, or any other cause except financial inability not the fault of the party required to perform the act, the time for performance of the act will be extended for a period equivalent to the period of delay, and performance of the act during the period of delay will be excused, provided, however, that nothing contained in this section shall excuse the prompt payment of compensation by Operator as required by this Agreement or the performance of any act rendered difficult solely because of the financial condition of the party, City or Operator, required to perform the act. 12.5 Access. Each party shall provide access to the Facilities to the other party, and its employees, agents, contractors and subcontractors, twenty-four (24) hours a day, seven (7) days a week. City represents and warrants that it has full rights of ingress and egress to and from the Facilities, and hereby grants such rights to Operator to the extent required to maintain, and operate Operator's program within the Facilities. Operator's exercise of such rights shall not cause undue inconvenience to City. 12.6 Restrictions on Assignment. This Agreement is entered into specifically with the parties in mind. Therefore, neither party shall assign any or all of its rights under this Agreement without the prior written consent of the other party, in its sole and absolute discretion. 12.7 Contract Administrator. The Executive Director of the Parks, Recreation and Community Services Agency, or his/her designee, shall be City's Contract Administrator for this Agreement and all approval and notices required to be given herein shall be so directed and addressed. 12.8 Incorporation of Recitals/Exhibits. All of the recitals and exhibits set forth in or attached to this Agreement are by this reference incorporated in and made a part of this Agreement. 12.9 Construction. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments hereto. 12.10 Governing Law and Venue. This Agreement shall be construed and interpreted in accordance with and shall be governed and enforced in all respects according to the laws of the State of California. If a dispute arises between the Parties, venue shall be proper in Orange County, California. 12.11 Entire Agreement. This Operator Agreement and the Exhibits attached hereto constitute the entire agreement between the City and Operator for the use granted at Cabrillo Tennis Facility for the operation and maintenance of a tennis concession facility. All other agreements, promises and representations with respect thereto, other than contained herein, are expressly revoked, as it has been the intention of the parties to tt2008M 15