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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: (1) 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 BindingE . 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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<br /> City Council 12 — 9 1/18/2022
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