RANCHO SANTIAGO COMMUNITY COLLEGE DISTRICT (24)

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23. Exclusivity and Amendment. This Agreement represents the complete and exclusive statement between the City and RSCCD regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the Parties regarding the use of the Facilities. In the event of conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and an authorized representative of RSCCD. The Parties acknowledge that no representatives, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 24. Assignment. RSCCD may not assign, transfer, delegate or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. RSCCD shall not allow any other person or entity to use the Facilities without the prior written consent of City. 25. 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 resolved against the drafting party shall not be employed in the interpretation of this Agreement. 26. Severability. If any one or more of the provisions contained in this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceable term or provision had never been contained herein. 27. Conflict of Interest. RSCCD covenants that it presently has no interests and shall have no interests direct or indirect, which would conflict in any manner with the use authorized pursuant to this Agreement. 28. Non -Recording. Unless required by law, neither Party shall record this Agreement. 29. No Waiver. Any waiver, consent or approval by either Party of any breach, default or event of default of any provision, condition or covenant of this Agreement must be in writing and shall be effective only to the extent set forth in writing. No waiver of any breach, default or event of default shall be deemed a waiver of any later breach, default or event of default of the same or any other provision of this Agreement. Any failure or delay on the part of either Party in exercising any power, right or privilege under this Agreement shall not operate as Facilities Use Agreement With Rancho Santiago Community College District for Corbin Center, Southwest Senior Center and Santa Ana Senior Center 7