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10.11. Headings. The titles and headings of sections and paragraphs of this <br />Agreement, as herein set forth, have been inserted for the sake of convenience only, and <br />are not to be taken, deemed or construed to be any part of the terms, covenants or conditions <br />of this Agreement, or to control, limit or modify any of the terms, covenants or conditions <br />hereof. <br />10.12. Time of Essence. Time is of the essence of this Agreement. Failure to <br />comply with any requirement, including, but not limited to, any time requirement, of this <br />Agreement shall constitute a material breach of this Agreement. <br />10.13. Construction. This Agreement shall be construed, interpreted, governed <br />and enforced in all respects as if drafted by both City and Licensee. <br />10.14. Further Assurances. Each of the parties hereto shall execute and deliver <br />any and all additional papers, documents and other assurances and shall do any and all acts <br />and things reasonably necessary in connection with the performance of their obligations <br />hereunder and to carry out the intent of the parties hereto. <br />10.15. Authority. The persons executing this Agreement on behalf of the parties <br />hereto represent and warrant to the other party that they are duly authorized to execute and <br />deliver this Agreement on behalf of such party, and by so executing this Agreement, said party <br />is formally bound to the provisions of this Agreement. <br />{Signatures on following page} <br />