25A - AGMT - OUTDOOR ADVERTISING

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Article 15 MISCELLANEOUS PROVISIONS 15.1 Governing taw. The validity and effect of this Agreement shall be determined in accordance with the laws of the State of California, without reference to its conflicts of laws principles. 15.2 Survival of Provisions. All provisions of this Agreement that provide for actions to be taken or amounts paid after the end of the Term survive the expiration or other termination of this Agreement. 15.3 No Continuing Waiver. No waiver by the City or All Vision of any breach of any provision of this Agreement will be deemed for any purpose to constitute a waiver of any breach of any other provision hereof, nor of any continuing or subsequent breach of the same provision. 15.4 No Partnership. Nothing in this Agreement is to be construed to create a partnership between the City and All Vision. The relationship between the City and All Vision is an Independent contracting and licensor /licensee relationship. 15.5 Entire Agreement. This Agreement represents the complete understanding and agreement between the parties with respect to the subject matter of this Agreement. This Agreement may be changed only by a written amendment signed by the parties. 15.6 Successors and Assigns. This Agreement is binding on and inures to the benefit of the successors and permitted assigns of the parties. 15.7 Deadlines on Business Days. The term "business day," as used herein, refers to days other than Saturday, Sunday, holidays when banks in the State of California are not open for transaction of regular business, or any days when the Santa Ana City Hall is closed. If the last day for any obligation to be performed under this Agreement falls on a day other than a business day, that deadline will be automatically extended to the next business day. 15.8 Time of the Essence. Time is of the essence of this Agreement. 15.9 No Regulated Services. Nothing in this Agreement is to be construed to require All Vision to provide legal advice to the City, perform real estate brokerage services, or perform any other activity for which any kind of professional license is required. All Vision is not a real estate brokerage firm. 15.10 Severability. If any provision of this Agreement or the application thereof to any person or circumstance is determined to be invalid or unenforceable, the remainder of this Agreement (and the application of the affected provision to any other person or circumstance) will remain valid and enforceable, except that if a provision of this Agreement that is written to apply to both parties is determined to be invalid or unenforceable as to one party but not as to the other, that provision will be void as to both parties. 15.11 Construction. This Agreement was negotiated between sophisticated parties, and its provisions are to be construed without regard to which party first drafted or proposed them. 19 25A -23