Management Agreement American Golf Corp Monarch Bay

Home

DocuSign Envelope ID: 3C2D3BBB-9622-434A-9243-AF02B243E3A3 11.8 Modification and Changes. This Agreement may be amended or modified only by a writing signed by both parties. 11.9 Understandings and Agreements. This Agreement, all exhibits, and all Annual Plans constitute all of the understandings and agreements of whatever nature or kind existing between the parties with respect to Manager's management and operation of the Facility. 11.10 Headings. The Article, Section, and Subsection headings contained in this Agreement are for convenience and reference only and are not intended to define, limit, or describe the scope or intent of any provision of this Agreement. 11.11 Consents. Each party agrees that it will not unreasonably withhold any consent or approval requested by the other party pursuant to the terms of the Agreement, and that any such consent or approval shall not be unreasonably delayed or qualified. Except as otherwise provided herein or by applicable law, Owner's City Manager or his designee has final approval in all matters and amendments pertaining to this Agreement. Each party agrees that any provision of this Agreement which permits such party to make requests of the other party shall not be construed to permit the making of unreasonable requests. 11.12 Survival of Covenants. Any covenant, term, or provision of this Agreement which in order to be effective must survive the termination of this Agreement shall survive any such termination. 11.13 Third Parties. None of the obligations under this Agreement of either party shall run to or be enforceable by any party other than the parties to this Agreement or by a party deriving rights under this Agreement as a result of an assignment, subordination, or similar agreement permitted pursuant to the terms hereof. 11.14 Waivers. No failure by Manager or Owner to insist upon the strict performance of any covenant, agreement, term, or condition of this Agreement or to exercise any right or remedy consequent upon the breach of this Agreement shall constitute a waiver of any such breach or any subsequent breach of the same covenant, agreement, term, or condition. No covenant, agreement, term, or condition of this Agreement and no breach of this Agreement shall be waived, altered, or modified except by a written instrument. A waiver of any breach of this Agreement shall only affect this Agreement to the extent of the specific waiver, and all covenants, agreements, terms, and conditions of this Agreement shall continue in full force and effect. 11.15 Applicable Law. This Agreement shall be construed and interpreted in accordance with, and shall be governed by, the laws of the State of California. 11.16 No Presumption Regarding Drafter. Owner and Manager acknowledge and agree that the terms and provisions of this Agreement have been negotiated and discussed between Owner and Manager, and that this Agreement reflects their mutual agreement Management Agreement Between June 1, 2020 City of San Leandro and American Golf Corporation Page 26 of 28