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4.2 Volvo Termination Rights. Volvo may terminate this Agreement for any reason, <br />or no reason, upon one hundred and eighty (180) days written notice to the City. <br />4.3 Mutual Termination Rights. City makes no representation or warranty to Volvo <br />as to the legality of the City Consideration payments or the City's authority to make such <br />payments. In the event that a final, non - appealable judgment or decree is rendered against City <br />invalidating its payment obligations set forth in this Agreement, either City or Volvo may <br />terminate this Agreement by delivery of written notice of termination to the other party. <br />GENERAL PROVISIONS, <br />5.1 Entire Agreement, and Amendments. This Agreement incorporates all of the <br />terms and conditions mentioned herein, or incidental hereto, and supersedes all negotiations <br />and previous agreements between the parties with respect to the subject matter hereof. Any <br />amendment or modification to this Agreement must be in writing and executed by Volvo and <br />City. <br />5.2 Limitations on City's Liability. Volvo acknowledges and agrees that: <br />5.2.1 The relationship between Volvo and City pursuant to this <br />Agreement is and shall remain solely that of contracting parties, and City neither undertakes nor <br />assumes any responsibility pursuant to this Agreement to review, inspect, supervise, approve, <br />or inform Volvo of any matter in connection with this Agreement or the Required Operations; <br />5.2.2 City shall not be directly or indirectly liable or responsible for any <br />loss or injury of any kind to any person or property, except to the extent proximately caused by <br />City's active negligence or intentional misconduct, resulting or in any way arising from: (a) any <br />defect in any building, grading, landscaping, or other onsite or offsite improvement; (b) any act <br />or omission of Volvo or any of Volvo's agents, employees, independent contractors, licensees, <br />sub lessees or invitees; or (c) any accident at the Volvo facility, or any fire or other casualty or <br />hazard thereon; and <br />5.2.3 By accepting or approving anything required to be performed or <br />given to City under this Agreement, City shall not be deemed to have warranted or represented <br />the sufficiency or legal effect of the same, and no such acceptance or approval shall constitute a <br />warranty or representation by City to anyone. <br />5.3 Interpretation; Governing Law; Venue. This Agreement shall be construed <br />according to its fair meaning and as if prepared by both parties hereto. This Agreement shall be <br />construed in accordance with the laws of the State of California, without regard to conflict of law <br />principles. All legal actions must be instituted and maintained in the Superior Court of the <br />County of Orange, State of California, or in any other appropriate court in that County. <br />5.4 Severability. If any term, provision, Agreement, or condition of this Agreement is <br />held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of <br />this Agreement shall not be affected thereby to the extent such remaining provisions are not <br />rendered impractical to perform taking into consideration the purposes of this Agreement. <br />5.5 Binding Effect; Successors and Assigns. This Agreement shall be binding upon, <br />and inure to the benefit of, the parties hereto and their respective successors and assigns. <br />r <br />