Agmt12 Bair Island Aquatic Center, Inc

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27. Entire Agreement; Severability. This Agreement contains the sole and complete agreement between the parties relating to the Property and the License. This Agreement may not be changed orally and may be amended only by an agreement in writing signed by both parties. In the event that any provision of this Agreement shall be held to be or become invalid or unenforceable in certain circumstances, the validity and enforceability of the remaining provisions, or such provision in other circumstances, shall not in any way be affected or impaired. 28. Notices. Any notice, request, demand, approval or consent given or required to be given under this Agreement shall be in writing and shall be deemed to have been given when mailed by United States registered or certified mail, postage prepaid, return receipt requested, to CITY or BIAC, as the case may be, at the respective addresses listed below each parties signature or to the last changed address given by the party to be notified as hereinafter specified, or may be made by personal service. 29. Termination of Previous License Agreement. Upon the complete execution of this Agreement by CITY and BIAC, the previous License Agreement executed by CITY and BIAC on June 24, 2009, a copy of which is attached hereto as Exhibit C, shall be terminated and have no further force or effect. 30. Applicable Law and Venue. This Agreement and all rights and remedies of the parties hereto shall be construed and enforced in accordance with the laws of the State of California. In the event that suit shall be brought by either party to this Agreement, the parties agree that venue shall be exclusively vested in the State courts of the County of San Mateo. 31. Waiver of Default: Cumulative Remedies. No waiver of any default by any party to this Agreement shall be implied from any omission by any other party to take any action in respect of such default if such default continues or is repeated. No express waiver of any default shall affect any default or cover any period of time other than the default and period of time specified in such express waiver. One or more waivers of any default in the performance of any term, provision or covenant contained in this Agreement shall not be deemed to be a waiver of any subsequent default in the performance of the same term, provision or covenant or any other term, provision or covenant contained in this Agreement. The consent or approval by any party to or of any act or request by any other party requiring consent or approval shall not be deemed to waive or render unnecessary the consent to or approval of any subsequent similar acts or requests. The rights and remedies given to any party by this Agreement shall be deemed to be cumulative and no such rights and remedies shall be exclusive of any of the others, or of any other right or remedy at law or in equity which any such party might otherwise have by virtue of a default under this Agreement, and the exercise of one such right or remedy by any such party shall not impair such party's standing to exercise any other right or remedy. 32. Further Assurances. The City and BIAC shall execute, on request, all other documents and instruments as the other party shall reasonably request, which are reasonably required to carry out obligations imposed under, and affect the purposes of, this Agreement. 33. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and when taken together they shall constitute one and the same Agreement. Signatures may be made by telecopy provided the original is promptly mailed to the other party. ATTY/AGR12012.0051BIAC USE AGREEMENT(APN 052-398-D0) REV:01/17/12 Page 13 of 31