ILLUMINATION FOUNDATION (40) - Laserfiche WebLink

Home Browse Search

16.5 Binding Effect; Assignment of Obligations. This Agreement shall bind, and shall inure to the benefit of, Grantee and City and their respective successors and assigns. Other than as expressly provided to the contrary in this Agreement, Grantee shall not assign any of its rights or obligations under this Agreement without the prior written consent of City, which consent may be withheld in City's sole and absolute discretion. Any such assignment without such consent shall, at City's option, be void. 16.6 Prior Agreements; Amendments; Consents. This Agreement contains the entire agreement between the City and Grantee with respect to the Grant, and all prior negotiations, understandings and agreements are superseded by this Agreement. No modification of this Agreement (including waivers of rights and conditions) shall be effective unless in writing and signed by the party against whom enforcement of such modification is sought, and then only in the specific instance and for the specific purpose given. 16.7 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California. Grantee irrevocably and unconditionally submits to the jurisdiction of the Superior Court of the State of California for the County of Orange or the United States District Court of the Central District of California, as City may deem appropriate, in connection with any legal action or proceeding arising out of or relating to this Agreement. Assuming proper service of process, Grantee also waives any objection regarding personal or in rem jurisdiction or venue. 16.8 Severability of Provisions. No provision of this Agreement that is held to be unenforceable or invalid shall affect the remaining provisions, and to this end all provisions of this Agreement are hereby declared to be severable. 16.9 Headings. Article and section headings are included in this Agreement for convenience of reference only and shall not be used in construing this Agreement. 1.6.10 Conflicts. In the event of any conflict between the provisions of this Agreement and those of the Regulatory Agreement, this Agreement, unless otherwise expressly provided, shall prevail; provided however that, with respect to any matter addressed in the other such documents,the fact that one document provides for greater,lesser or different rights or obligations than the others shall not be deemed a conflict unless the applicable provisions are inconsistent and could not be simultaneously enforced or performed. 16.11 Time of the Essence. Time is of the essence under this Agreement and in the performance of every term, covenant, and obligation contained herein. 16.12 Conflict of Interest. (a) No member, official or employee of the City shall have any direct or indirect interest in this Agreement, nor participate in any decision relating to the Agreement, which is prohibited by law. (b) Grantee covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of this Agreement.