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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.
<br /> "WISE"means Waste Infrastructure System Enterprise.
<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.
<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.
<br /> (13) 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.
<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.
<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.
<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.
<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.
<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.
<br /> (H) Severability.If any clause,provision,subsection,Section or Article of this Agreement shall
<br /> be ruled invalid by any court ofjurisdiction, 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 (t) 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.
<br /> (1) 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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