25A - AGMT - MOU - THE ELKS PROPERTY

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5.2 No Representations about Future Agreements. The ELKS further acknowledges and agrees that nothing in this MOU or the CITY's cooperation in satisfying its obligations under this MOU shall be deemed a promise, representation or guaranty that the Parties will reach any future agreement, or that the CITY will provide City assistance. 6. Default, 6.1 Cure. Failure or delay by either Party to perform any material term or provision of this MOU shall constitute a default under this MOU. If the Party who is claimed to be in default by the other Patty cures, corrects or remedies the alleged default within fifteen (15) calendar days after receipt of written notice specifying such default, such Party shall not be in default under this MOU. The notice and cure period provided in the immediately preceding sentence shall not, under any circumstances, extend the Negotiation Period. If there are less than fifteen (15) days remaining in the Negotiation Period, the cure period allowed pursuant to this Section shall be automatically reduced to the number of days remaining in the Negotiation Period. 6.2 Notice. The Party claiming that a default has occurred shall give written notice of default to the Party claimed to be in default, specifying the alleged default. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default. However, the injured Party shall have no right to exercise any remedy for a default under this MOU, without first delivering written notice of the default, 6.3 Breach. If a default of either Party remains uncured for more than fifteen (15) calendar days following receipt of written notice of such default, a "breach" of this MOU by the defaulting Party shall be deemed to have occurred, In the event of a breach of this MOU, the sole and exclusive remedy of the Party who is not in default shall be to terminate this MOU by serving written notice of termination on the Party in breach. 7. Termination. This MOU shall terminate upon the occurrence of any of the following: (a) the end of Negotiation Period, subject to any extensions approved by the Parties pursuant to Section 2; or (b) termination of this MOU by either Party pursuant to Section 6. 8. Prohibition Against Assignment, The identity of the ELKS and its principals are of particular concern to the CITY, It is because of this identity that the CITY has entered into this MOU with the ELKS. During the Negotiation Period, no voluntary or involuntary successor -in- interest of the ELKS shall acquire any rights or powers under this MOU, nor shall the ELKS assign all or any part of this MOU without the prior written approval of the CITY, which the CITY may grant, withhold, or deny in its sole and absolute discretion. Any purported transfer of this MOU, voluntarily or by operation of law, shall be null and void and shall confer no rights whatsoever upon any purported assignee or transferee, unless otherwise approved in writing by the CITY. 9. General Provisions. 9.1 Governing Law; Jurisdiction and Venue. This MOU shall be interpreted and enforced in accordance with the provisions of California law in effect at the time it is executed, without regard to conflicts of law provisions, and as such laws may be amended from time to 25A -5