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<br />13.6. Conflict ofInterest. <br /> <br />The parties agree that, to their knowledge, no member of the City Council, nor <br />any other officer or employee of Grantor, has any interest in this franchise, whether contractual, <br />financial, or otherwise, which has not been disclosed as required by applicable law. In addition, <br />if any contractual, financial, or other interest within the purview of applicable law comes to the <br />knowledge of either party at any time, a full and complete disclosure of that information will be <br />made in writing to the other party, even if that interest would not be considered a prohibited <br />conflict of interest under applicable law. <br /> <br />13.7. Resolution of Disputes. <br /> <br />(a) Disputes regarding the interpretation or application of any provisions of <br />this Agreement will, to the extent reasonably feasible, be resolved through good faith <br />negotiations between the parties. <br /> <br />(b) If any action at law or in equity is brought to enforce or interpret any <br />provisions of this Agreement, that action must be initiated in federal or state courts located <br />within the County of Orange, State of California, regardless of any other possible jurisdiction or <br />venue. In addition, if authorized by applicable law, the prevailing party in any such action is <br />entitled to reasonable attorneys' fees, costs and necessary disbursements, in addition to any other <br />relief that may be sought and awarded. <br /> <br />13.8. Waiver bv Grantor. <br /> <br />The Grantor may waive any provisions of this Agreement imposing obligations <br />on the Grantee, except those required by federal or state laws or regulations, ifthe Grantor <br />determines (i) that it is in the public interest to do so, and (ii) that the enforcement of such <br />provision will impose an undue hardship on the Grantee or its subscribers. To be effective, a <br />waiver must be in writing and signed by a duly authorized representative of the Grantor. <br /> <br />13.9. Severabilitv. <br /> <br />If any provision of this Agreement is determined by a court of competent <br />jurisdiction to be invalid or unenforceable, the remaining provisions will not be affected unless <br />their enforcement under the circumstances would be unreasonable, inequitable, or would <br />otherwise frustrate the purposes of this Agreement. In addition, the provisions of Subsection <br />13.7 will apply following any determination of invalidity or unenforceability. <br /> <br />13.10. Entire Agreement; Amendments. <br /> <br />This Agreement contains the entire agreement and understanding of the parties <br />with respect to its subject matter and supersedes all prior proposals, agreements and <br />understandings between the parties. No modification, tern1ination, or attempted waiver of any of <br />its provisions will be binding unless in writing and signed by the party against whom the same is <br />sought to be enforced. <br /> <br />12097 .0002\6R0672v] 9.doc <br /> <br />.39. <br /> <br />City of Santa Ana <br />EXEClJTION COPY 4/07/05 <br />