Laserfiche WebLink
EXHIBIT 2 <br /> 16,5 Binding Effect- Assignment of Obligations. This Agreement shall bind, and <br /> shall inure to the benefit of, Grantee and City and their respective successors and assigns. Other <br /> than as expressly provided to the contrary in this Agreement, Grantee shall not assign any of its <br /> 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 j <br /> such consent shall, at City's option, be void. <br /> 16.6 Prior Agreements; Amendments; Consents. This Agreement contains the <br /> entire agreement between the Cityand Grantee with respect to the Grant n <br /> and all prior <br /> p � <br /> negotiations, understandings and agreements g g g are superseded by this Agreement. No , <br /> modification of this Agreement(including waivers of rights and conditions) shall be effective <br /> unless in writing and signed by the party against whom enforcement of such modification is <br /> sought, and then only in the specific instance and for the specific purpose given. <br /> I <br /> 16.7 Governine Law. This Agreement shall be governed by, and construed and <br /> enforced in accordance with, the laws of the State of California. Grantee irrevocably and <br /> unconditionally submits to the jurisdiction of the Superior Court of the State of California for <br /> the County of Orange or the United States District Court of the Central District of California, as <br /> City may deem appropriate, in connection with any legal action or proceeding arising out of or <br /> j <br /> relating to this Agreement. Assuming proper service of process, Grantee also waives any <br /> objection regarding personal or in rem jurisdiction or venue. <br /> 16.8 Seyerability 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 /> 16.9 Headings. Article� and section headings are included in this Agreement for <br /> convenience of reference only and shall not be used in construing this Agreement. <br /> 16.10 Conflicts. In the event of any conflict between the provisions of this Agreement <br /> and those of the Regulatory Agreement, this Agreement, unless otherwise expressly provided, <br /> shall prevail; provided however that, with respect to any matter addressed in the other such j <br /> documents,the fact that one document provides for greater,lesser or different rights or obligations { <br /> than the others shall not be deemed a conflict unless the applicable provisions are inconsistent <br /> and could not be simultaneously enforced or performed. <br /> 16.11 Time of the Essence. Time is of the essence under this Agreement and in the <br /> performance of every term, covenant, and obligation contained herein. <br /> 16.12 Conflict of Interest. <br /> (a) No member, official or employee of the City shall have any direct or <br /> indirect interest in this Agreement,nor participate in any decision relating to the Agreement, ; <br /> which is prohibited by law. <br /> (b) Grantee covenants that it presently has no interests and shall not have <br /> interests, direct or indirect, which would conflict in any manner with performance of this <br /> Agreement. <br />