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913. Severability. If any term, provision, condition or covenant of this Agreement or its <br />application to any party or circumstances shall be held, to any extent, invalid or unenforceable, <br />the remainder of this Agreement, or the application of the term, provision, condition or covenant <br />to persons or circumstances other than those as to whom or which it is held invalid or <br />unenforceable, shall not be affected, and shall be valid and enforceable to the fullest extent <br />permitted by law. <br />914. Legal Advice. Each party represents and warrants to the other the following: they <br />have carefully read this Agreement, and in signing this Agreement, they do so with full <br />knowledge of any right which they may have; they have received independent legal advice from <br />their respective legal counsel as to the matters set forth in this Agreement, or have knowingly <br />chosen not to consult legal counsel as to the matters set forth in this Agreement; and, they have <br />freely signed this Agreement without any reliance upon any agreement, promise, statement or <br />representation by or on behalf of the other party, or their respective agents, employees, or <br />attorneys, except as specifically set forth in this Agreement, and without duress or coercion, <br />whether economic or otherwise. <br />915. Binding Effect; Assignment of Obligations. This Agreement shall bind, and shall <br />inure to the benefit of, Developer and City and their respective successors and assigns. Other <br />than as expressly provided to the contrary in this Agreement, Developer shall not assign any of <br />its rights or obligations under this Agreement without the prior written consent of City, which <br />consent may be withheld in City's sole and absolute discretion. Any such assignment without <br />such consent shall, at City's option, be void. <br />916. Prior Agreements; Amendments; Consents. This Agreement (together with the <br />related documents) contains the entire agreement between the City and Developer with respect to <br />the NSP funds and the Property, and all prior negotiations, understandings and agreements are <br />superseded by this Agreement. No modification of any this Agreement (including waivers of <br />rights and conditions) shall be effective unless in writing and signed by the party against whom <br />enforcement of such modification is sought, and then only in the specific instance and for the <br />specific purpose given. <br />917. Governing Law. All of the NSP documents shall be governed by, and construed <br />and enforced in accordance with, the laws of the State of California and Federal law, whichever <br />is more stringent. Developer irrevocably and unconditionally submits to the jurisdiction of the <br />Superior Court of the State of California for the County of Orange or the United States District <br />Court of the Central District of California, as City may deem appropriate, in connection with any <br />legal action or proceeding arising out of or relating to this Agreement. Assuming proper service <br />of process, Developer also waives any objection regarding personal or in rem jurisdiction or <br />venue. <br />918. Severability of Provisions. No provision of this Agreement that is held to be <br />unenforceable or invalid shall affect the remaining provisions, and to this end all provisions of <br />this Agreement are hereby declared to be severable. <br />919. Conflicts. In the event of any conflict between the provisions of this Agreement <br />and those of any other NSP documents, this Agreement, unless otherwise expressly provided, <br />23 <br />