AgdaPkt 2014-07-28 Closed, Special and Joint SA

Browse Search

7.2.D. - Page 28 and that failure to timely perform any of the terms, conditions, obligations or provisions hereof by either party shall constitute a material breach of and a non - curable (but waivable) default under this Agreement by the Party so failing to perform. 8.11 Headings. Headings at the beginning of each paragraph and subparagraph are solely for the convenience of the Parties and are not a part of the Agreement. Whenever required by the context of this Agreement, the singular shall include the plural and the masculine shall include the feminine and vice versa. Unless otherwise indicated, all references to paragraphs, sections, subparagraphs and subsections are to this Agreement. 8.12 Advice of Legal Counsel. Each Party represents and warrants to the other the following: they have carefully read this Agreement, including the waiver and release embodied in Article 5, and in signing this Agreement, they do so with full knowledge of any right which they may have; they have received independent legal advice from their respective legal counsel as to the matters set forth in this Agreement, or have knowingly chosen not to consult legal counsel as to the matters set forth in this Agreement; and, they have freely signed this Agreement without any reliance upon any agreement, promise, statement or representation by or on behalf of the other Party, or their respective agents, employees, or attorneys, except as specifically set forth in this Agreement, and without duress or coercion, whether economic or otherwise. 8.13 No Inducement. The Parties acknowledge, warrant and represent that no promises, inducements or agreements not expressly contained herein have been made to enter into this Agreement and that this Agreement, including the Waiver and Release herein, constitute the entire agreement between the Parties, are contractual and binding and are not merely recitals. 8.14 Severability. If any term, provision, condition or covenant of this Agreement or its application to any party or circumstances shall be held, to any extent, invalid or unenforceable, the remainder of this Agreement, or the application of the term, provision, condition, or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected, and shall be valid and enforceable to the fullest extent permitted by Law. 8.15 Entire Agreement and Exhibits. This Agreement constitutes in full, the final and exclusive understanding and agreement of the Parties and supersedes all negotiations or previous agreements of the Parties with respect to all or any part of the subject matter of this Agreement. No oral statements or prior written matter not specifically incorporated in this Agreement shall be of any force and effect. No amendment of, supplement to or waiver of any obligations under this Agreement will be enforceable or admissible unless set forth in a writing approved by the City and Property Owners. The following exhibits are attached to this Agreement and incorporated for all purposes: Exhibit A Property Description Exhibit B Engineer's Estimate of Costs 8.16 Counterparts. This Agreement may be executed in any number of identical counterparts and each counterpart shall be deemed to be an original document. All executed counterparts together shall constitute one and the same document, and any counterpart signature ATTY /AGR/2014.125/ ROW IMPROVEMENT AGREEMENT— ALAMEDA DE LAS PULGAS REV: 07 -21 -14 VR Page 12 of 15