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<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 superseded by this Agreement.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 /> shall prevail; provided however that, with respect to any matter addressed in both such <br /> documents, the fact that one document provides for greater, lesser or different rights or <br /> obligations than the other shall not be deemed a conflict unless the applicable provisions are <br /> inconsistent and could not be simultaneously enforced or performed. <br /> 23 <br /> 25K-59 <br /> <br />