PARTY'S OBLIGATIONS, AND SUCH
PERFORMANCE SHALL BE EXCUSED FOR THE PERIOD OF THE DELAY AND THE PERIOD OF THE
PERFORMANCE SHALL BE EXTENDED WHEN A FORCE MAJEUR EVENT OCCURS; PROVIDED HOWEVER
THAT THE PARTY WHOSE PERFORMANCE IS PREVENTED OR DELAYED BY SUCH EVENT OF FORCE
MAJEUR SHALL GIVE PROMPT WRITTEN NOTICE (I.E., WITHIN 72 HOURS OF THE EVENT) OF
SUCH EVENT TO THE OTHER PARTY.
FOR PURPOSES OF THIS SECTION, THE TERM "FORCE
MAJEUR" SHALL INCLUDE, WITHOUT LIMITATION, WAR, EPIDEMIC, REBELLION, RIOT, CIVIL
DISTURBANCE, EARTHQUAKE, FIRE, FLOOD, ACTS OF GOVERNMENTAL AUTHORITIES, ACTS OF
GOD, ACTS OF TERRORISM (WHETHER ACTUAL OR THREATENED), ACTS OF THE PUBLIC ENEMY
AND IN GENERAL, ANY OTHER SEVERE CAUSES OR CONDITIONS BEYOND THE REASONABLE
CONTROL OF THE PARTIES, THE CONSEQUENCES OF WHICH IN EACH CASE, BY EXERCISE OF
DUE FORESIGHT SUCH PARTY COULD NOT REASONABLY HAVE BEEN EXPECTED TO AVOID, AND
WHICH BY THE EXERCISE OF DUE DILIGENCE IT WOULD NOT HAVE BEEN ABLE TO OVERCOME,
WHEN SUCH AN EVENT PREVENTS THE TRIBE FROM MEETING ITS OBLIGATIONS UNDER THIS
AGREEMENT DUE TO GAMING ACTIVITIES CEASING OPERATIONS FOR AN EXTENDED PERIOD OR
PREVENTS THE COUNTY FROM MEETING ITS OBLIGATIONS UNDER THIS AGREEMENT DUE TO AN
INTERRUPTION OF COUNTY GOVERNMENT OPERATIONS.
AN INTERRUPTION OF PERFORMANCE,
OR THE DELAYED OCCURRENCE OF ANY EVENT, UNDER THIS AGREEMENT CAUSED BY AN EVENT
OF FORCE MAJEUR SHALL AS FAR AS PRACTICAL BE REMEDIED WITH ALL REASONABLE
DISPATCH.
DURING ANY PERIOD IN WHICH A PARTY IS EXCUSED FROM PERFORMANCE BY
REASON OF THE OCCURRENCE OF AN EVENT OF FORCE MAJEUR, THE PARTY SO EXCUSED SHALL
PROMPTLY, DILIGENTLY, AND IN GOOD FAITH TAKE ALL REASONABLE ACTION REQUIRED IN
ORDER FOR IT TO BE ABLE TO COMMENCE OR RESUME PERFORMANCE OF ITS OBLIGATIONS
UNDER THIS AGREEMENT.
26.7
GOVERNING LAW.
THIS AGREEMENT SHALL BE CONSTRUED ACCORDING TO
APPLICABLE FEDERAL AND CALIFORNIA SUBSTANTIVE LAW TO THE EXTENT NOT INCONSISTENT
WITH THE EXPRESS PROVISIONS OF THIS AGREEMENT, UNLESS FEDERAL LAW AS TO THE
TRIBE OR THE COUNTY, OR CALIFORNIA LAW AS TO THE COUNTY, PROHIBITS SUCH PARTIES
FROM ABIDING BY SUCH EXPRESS PROVISION, IN WHICH CASE THE PROVISION WILL BE
DEEMED TO BE INVALID AND RESOLVED, IF POSSIBLE, UNDER THE SEVERABILITY
PROVISIONS IN SECTION 26.5.
NOTWITHSTANDING THE FOREGOING, CALIFORNIA RULES OF
CONSTRUCTION SHALL BE APPLIED IN INTERPRETING THIS AGREEMENT. THIS AGREEMENT
SHALL BE DEEMED TO HAVE BEEN DRAFTED JOINTLY BY
48
THE PARTIES AND SHALL NOT BE CONSTRUED AS HAVING BEEN DRAFTED BY, OR CONSTRUED
AGAINST, ONE PARTY AGAINST ANOTHER.
26.8
OBLIGATIONS TO CONTINUE.
UNLESS SPECIFICALLY DESIGNATED OTHERWISE,
ALL OF THE PARTIES' OBLIGATIONS UNDER THIS AGREEMENT SHALL CONTINUE THROUGH THE
TERM, INCLUDING ANY EXTENSIONS THEREOF.
NOTWITHSTANDING THE END OF THE TERM,
ANY COVENANT, TERM OR PROVISION OF THIS AGREEMENT WHICH, IN ORDER TO BE
EFFECTIVE, OR IS NECESSARY TO ENFORCE AN UNFULFILLED MATERIAL TERM OF THIS
AGREEMENT OR OBLIGATION THAT MAY CONTINUE BEYOND THE END OF THE TERM SHALL
SURVIVE TERMINATION.
26.9
PAYMENTS.
UNLESS OTHERWISE INDICATED, ALL PAYMENTS MADE PURSUANT
TO THIS AGREEMENT SHALL BE MADE PAYABLE