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8.10 Time of Essence. The Parties hereby acknowledge and agree that time is strictly <br /> of the essence with respect to each and every term, condition, obligation and provision hereof <br /> and that failure to timely perform any of the terms, conditions, obligations or provisions hereof <br /> by either party shall constitute a material breach of and a non-curable (but waivable) default <br /> under this Agreement by the Party so failing to perform. <br /> 8.11 Headin�s. Headings at the beginning of each paragraph and subparagraph are <br /> solely for the convenience of the Parties and are not a part of the Agreement. Whenever required <br /> by the context of this Agreement, the singular shall include the plural and the masculine shall <br /> include the feminine and vice versa. Unless otherwise indicated, all references to paragraphs, <br /> sections, subparagraphs and subsections are to this Agreement. <br /> 8.12 Advice of Le�al Counsel. Each Party represents and warrants to the other the <br /> following: they have carefully read this Agreement, including the waiver and release embodied <br /> in Article 5, and in signing this Agreement, they do so with full knowledge of any right which <br /> they may have; they have received independent legal advice from their respective legal counsel <br /> as to the matters set forth in this Agreement, or have knowingly chosen not to consult legal <br /> counsel as to the matters set forth in this Agreement; and, they have freely signed this Agreement <br /> without any reliance upon any agreement,promise, statement or representation by or on behalf of <br /> the other Party, or their respective agents, employees, or attorneys, except as specifically set <br /> forth in this Agreement, and without duress ar coercion, whether economic or otherwise. <br /> 8.13 No Inducement. The Parties acknowledge, warrant and represent that no <br /> promises, inducements or agreements not expressly contained herein have been made to enter <br /> into this Agreement and that this Agreement, including the Waiver and Release herein, constitute <br /> the entire agreement between the Parties, are contractual and binding and are not merely recitals. <br /> 8.14 Severabilitv. If any term, provision, condition or covenant of this Agreement or <br /> its application to any party or circumstances shall be held, to any extent, invalid or <br /> unenforceable, the remainder of this Ageement, or the application of the term, provision, <br /> condition, or covenant to persons or circumstances other than those as to whom or which it is <br /> held invalid or unenforceable, shall not be affected, and shall be valid and enforceable to the <br /> fullest extent permitted by Law. <br /> 8.15 Entire Agreement and Exhibits. This Agreement constitutes in full, the fmal and <br /> exclusive understanding and agreement of the Parties and supersedes all negotiations or previous <br /> agreements of the Parties with respect to all or any part of the subject matter of this Agreement. <br /> No oral statements or prior written matter not specifically incorporated in this Agreement shall <br /> be of any force and effect. No amendment of, supplement to or waiver of any obligations under <br /> this Ageement will be enforceable or admissible unless set forth in a writing approved by the <br /> City and Property Owners. The following exhibits are attached to this Agreement and <br /> incorporated for all purposes: <br /> Exhibit A Property Description <br /> Exhibit B Engineer's Estimate of Costs <br /> ATTY/AGR/2014.125/ROW IMPROVEMENT AGREEMENT—ALAMEDA DE LAS PULGAS <br /> REV:08-08-14 VR <br /> Page 12 of 16 <br />