Agenda - 06-17-2014 - 6p - Laserfiche WebLink

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C 11.WAIVER. The failure of Sports Endeavors or Orange County at any time to demand strict performance by the other of any terms, covenants or conditions set forth herein, shall not be construed as a continuing waiver or relinquishment thereof, and either may at any time demand strict and complete performance by the other of said terms, covenants and conditions. 12.ASSIGNMENT. Neither Orange County nor Sports Endeavors shall have any right to assign or transfer any of its rights or obligations hereunder without the express written consent of the other party, except Sports Endeavors may assign any right or delegate any obligation hereunder to a wholly-owned subsidiary or to any parry to whom Sports Endeavors sells substantially all of its assets. Any unauthorized attempt at assignment shall be void and unenforceable. 13. FURTHER ASSURANCES. Each parry shall, upon the request of the other and without further consideration, execute and deliver to such other parties such documents as may be necessary and proper, and take such other action as may be required,to effectively carry out this Agreement. 14.INDEPENDENT CONTRACTORS. Both parties shall be independent contractors unto one another. Nothing herein contained shall be construed to constitute the parties hereto as partners or as joint venturers, or either as agent of the other, and neither shall have power to obligate or bind the other in any manner whatsoever. 15. SIGNIFICANCE OF HEADINGS. Paragraph headings contained hereunder are solely for the purpose of aiding in speedy location of subject matter and are not in any sense to be given weight in the construction of this Agreement. Accordingly, in case of any question with respect to the construction of this Agreement, it is to be construed as though such paragraph headings had been omitted. 16. SEVERABILITY. If this Agreement or any of its provisions is found to be illegal or unenforceable under the law now or hereafter in effect,then the parties shall be excused from the performance of such portions of this Agreement as shall be found to be illegal or unenforceable under the applicable laws or regulations,without affecting the validity of the remaining provisions of the Agreement. 17.FORCE MAJEURE. Neither party shall be liable for any delays, damages nor failure to act caused by a Force Majeure Event. A Force Majeure Event means an act of God, failure of any governmental or other regulatory agency or national sport governing body to grant necessary permits or approvals,threat and/or acts of terrorism, or any similar contingency beyond its control, and any failure or delay in the performance of the respective obligations of the parties due to a Force Majeure Event shall not be deemed a breach of this Agreement. 18. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding between Sports Endeavors and Orange County relating to the subject matter hereof, and cannot be altered or modified except by an agreement in writing signed by both parties. Upon its execution,this Agreement shall supersede all prior negotiations, understandings and agreements regarding the Facility, whether oral or written, and such prior agreements shall thereupon be null and void without further legal effect. Any terms inconsistent with or additional to the terms and conditions set forth in this Agreement which may be included with a purchase order, acknowledgement, invoice or the like, of either party shall not be binding on the other party hereto. This Agreement may be executed in two (2) or more counterparts, each of which will be considered an original, but all of which will Page 6 of 7