SSF, INC. DBA VOLVO OF ORANGE COUNTY - 2015

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