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<br />related facilities, including active Class III sanitary landfills (“County Landfills”), closed landfills managed by the
<br />County, resource recovery operations, Organics Infrastructure, recycling and organics programs, infrastructure and
<br />operations, and regional household hazardous waste collection centers and other waste management related systems
<br />as may be deemed necessary by the County.
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<br />“WISE” means Waste Infrastructure System Enterprise.
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<br />“WISE Agreements” means each of the WISE agreements entered into between the County and any City
<br />within the County, Special District, Sanitary District, Jurisdiction, or operator of any Franchise Hauler located in the
<br />County in accordance with the terms herewith.
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<br />SECTION 1.2 INTERPRETATION. In this Agreement, unless the context otherwise requires:
<br />(A) References Hereto. The terms “hereby”, “hereof”, “herein”, “hereunder”, “herewith”, and
<br />any similar terms refer to this Agreement, and the term “hereafter” means after, and the term “heretofore” means
<br />before, the Contract Date.
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<br />(B) Gender and Plurality. Words of the masculine gender mean and include correlative words
<br />of the feminine and neuter genders and words importing the singular number mean and include the plural number and
<br />vice versa.
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<br />(C) Persons. Words importing persons include firms, companies, associations, general
<br />partnerships, limited partnerships, trusts, business trusts, corporations and other legal entities, including public bodies,
<br />as well as individuals.
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<br />(D) Headings. The table of contents and any headings preceding the text of the Articles,
<br />Sections and subsections of this Agreement shall be solely for convenience of reference and shall not constitute a part
<br />of this Agreement, nor shall they affect its meaning, construction or effect.
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<br />(E) No Third Party Beneficiaries. Nothing in this Agreement is intended to confer on haulers
<br />or any other person other than the parties hereto and their respective permitted successors and assigns hereunder any
<br />rights or remedies under or by reason of this Agreement.
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<br />(F) Counterparts. This Agreement may be executed in any number of original counterparts. All
<br />such counterparts shall constitute but one and the same Agreement.
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<br />(G) Applicable Law and Venue. This Agreement has been negotiated and executed in the State
<br />of California and shall be governed by and construed under the laws of the State of California. In the event of any legal
<br />action to enforce or interpret this Agreement, the sole and exclusive venue shall be a court of competent jurisdiction
<br />located in Orange County, California, and the parties hereto agree to and do hereby submit to the jurisdiction of such
<br />court, notwithstanding Code of Civil Procedure Section 394. Furthermore, the parties specifically agree to waive any
<br />and all rights to request that an action be transferred for adjudication to another county.
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<br />(H) Severability. If any clause, provision, subsection, Section or Article of this Agreement shall
<br />be ruled invalid by any court of jurisdiction, then the parties shall: (1) promptly meet and negotiate a substitute for
<br />such clause, provision, subsection, Section or Article which shall, to the greatest extent legally permissible, effect the
<br />intent of the parties therein; (2) if necessary or desirable to accomplish item (1) above, apply to the court having
<br />declared such invalidity for a judicial construction of the invalidated portion of this Agreement; and
<br />(3) negotiate such changes in, substitutions for or additions to the remaining provisions of this Agreement as may be
<br />necessary in addition to and in conjunction with items (1) and (2) above to effect the intent of the parties in the invalid
<br />provision. The invalidity of such clause, provision, subsection, Section or Article shall not affect any of the remaining
<br />provisions hereof, and this Agreement shall be construed and enforced as if such invalid portion did not exist, unless
<br />such invalidity frustrates the underlying primary purpose of the Agreement.
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<br />(I) Integration; Preservation of Certain Agreements. This Agreement contains the entire
<br />agreement between the parties with respect to the transactions contemplated hereby. This Agreement shall completely
<br />and fully supersede all prior understandings and agreements between the Parties with respect to such transactions;
<br />provided; however, that this Agreement shall not supersede the following Cooperative Agreements as they currently
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