Agtm25 San Franciso Public Utilities Commission

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that an ambiguity will be construed against the Party drafting the clause will apply to the interpretation or enforcement of this License. 40. Intentionally Omitted. 41. San Francisco Packaged Water Ordinance. Licensee will comply with San Francisco Environment Code Chapter 24 ("Chapter 24"). Licensee will not sell, provide, or otherwise distribute Packaged Water, as defined in Chapter 24 (including bottled water), in the performance of this License or on City property unless Licensee obtains a waiver from City's Department of the Environment. If Licensee violates this requirement, City may exercise all remedies in this License and the Director of City's Department of the Environment may impose administrative fines as set forth in Chapter 24. 42. General Provisions. (a) This License may be amended or modified only by a writing signed by City and Licensee. (b) No waiver by any Party of any of the provisions of this License will be effective unless in writing and signed by an officer or other authorized representative, and only to the extent expressly provided in a written waiver. No waiver will be deemed a subsequent or continuing waiver of the same, or any other, provision of this License. (c) The exhibits referenced in and attached hereto are incorporated into this License. (d) This License contains the entire agreement between the Parties regarding the subject matter of this License, and all prior written or oral negotiations, discussions, understandings, and agreements are merged into this License. (e) The Section and other headings of this License are for convenience of reference only and will be disregarded in the interpretation of this License. (f) Time is of the essence in all matters relating to this License. (g) This License will be governed by California law and City's Charter. (h) If either Party commences an action against the other or a dispute arises under this License, the prevailing party will be entitled to recover from the other reasonable attorneys' fees and costs. For purposes of this License and the indemnifications set forth in this License, reasonable attorneys' fees of City will be based on the fees regularly charged by private attorneys in San Francisco with comparable experience notwithstanding City's use of its own attorneys. (i) If Licensee consists of more than one person then the obligations of each person will be joint and several. (j) Licensee may not record this License or any memorandum of this License. (k) Subject to the prohibition against assignments or other transfers by Licensee hereunder, this License will be binding upon and inure to the benefit of the Parties and their respective heirs, representatives, successors, and assigns. (1) Any sale or conveyance of the property burdened by this License by City will automatically revolve this License. (m) Except as expressly provided to the contrary, all approvals, consents, and determinations to be made by City under this License may be made at City's sole and absolute discretion. (n) Whenever this License requires City's or the SFPUC's consent or approval, the General Manager of the SFPUC, or their designee, will be authorized to provide such consent or approval, except as otherwise provided by applicable Laws, including City's Charter, or by the SFPUC's Real Estate Guidelines. No consent, approval, election, or option will be effective unless given, made, or exercised in writing. (o) This License may be executed in two or more counterparts, each of which will be deemed an original, but all of which taken together will constitute one and the same instrument. (p) Use of the word "including", or similar words will not be construed to limit any general term, statement, or other matter in this License, whether or not language of non -limitation, such as "without limitation" or similar words, are used. (q) Each person executing this License on Licensee's behalf does hereby represent and warrant that Licensee has full right and authority to enter into this License, and that each person signing on behalf of Licensee is duly authorized to bind Licensee to the terms and conditions of 22 Rev. March 2025 ATIY/AGR.2025.182/San Francisco Public Utilities Commission (Revocable License) (REV: 07-22-25 VR) (Page 22 of 34)