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2.6 Governing Law. This Agreement shall be governed by the laws of the State of California without
<br />regard to conflicts of laws principles. This Agreement shall be deemed to have been made in the County of Orange,
<br />California, regardless of the order of the signatures of the Parties affixed hereto. Any litigation or other legal
<br />proceedings which arise under or in connection with this Agreement shall be conducted in a federal or state court
<br />located within or for Orange County, California. The Parties consent to the personal jurisdiction and venue in
<br />federal or state court located within or for the County of Orange, California and hereby waive any defenses or
<br />objections thereto including defenses based on the doctrine of forum non conveniens.
<br />2.7 Litigation Expenses. If either party to this Agreement commences an action against the other party
<br />to this Agreement arising out of or in connection with this Agreement, the prevailing party shall be entitled to
<br />recover reasonable attorneys' fees, expert witness fees, costs of investigation, and costs of suit from the losing party.
<br />2.8 Construction; References; Captions. Since the Parties or their agents have participated fully in the
<br />preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair
<br />meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall
<br />be deemed calendar days and not work days, except as otherwise specified in this Agreement. All references to
<br />City include all officials, officers, employees, personnel, agents, volunteers, contractors and subcontractors of City,
<br />except as otherwise specified in this Agreement. All references to Licensee include its officials, officers, employees,
<br />personnel, agents, volunteers, contractors and subcontractors, except as otherwise specified in this Agreement. The
<br />captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define,
<br />limit, augment, or describe the scope, content, or intent of this Agreement.
<br />2.9 Waiver. No delay or omission in the exercise of any right or remedy of a non -defaulting Party on
<br />any default shall impair such right or remedy or be construed as a waiver. Either Parties' consent or approval of
<br />any act by the other Party requiring its consent or approval shall not be deemed to waive or render unnecessary its
<br />consent to or approval of any subsequent act of the other Party. Any waiver by either Party of any default must be
<br />in writing and shall not be a waiver of any other default concerning the same or any other provision of this
<br />Agreement.
<br />2.10 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly
<br />declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise
<br />by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different
<br />times, of any other rights or remedies for the same default or any other default by the other Party. All warranties
<br />and promises to indemnify shall survive the termination, abandonment, or completion of this Agreement.
<br />2.11 Legal Counsel. Each Party acknowledges that: (i) it has read this Agreement; (ii) it has had the
<br />opportunity to have this Agreement explained to it by legal counsel of its choice; (iii) it is aware of the content and
<br />legal effect of this Agreement; and (iv) it is not relying on any representations made by the other Party or any of the
<br />employees, agents, representatives, or attorneys of the other Party, except as expressly set forth in this Agreement.
<br />2.12 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or
<br />sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a
<br />court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases,
<br />sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be
<br />interpreted to carry out the intent of the parties hereunder.
<br />2.13 Binding Ems. The terms of this Agreement shall inure to the benefit of, and shall be binding
<br />upon, each of the Parties and their respective successors and assigns.
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