AgdaPkt 2020-10-26 Joint SA PFA - Laserfiche WebLink

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7.A. - Page 78 of 176 10/09/2020 absolute discretion; provided however an Owner may assign its rights and obligations under this Agreement to an entity acquiring all of Owner's interests in the Property without any requirement of City approval, if such assignee is an affiliate entity that owns, is owned by or under common ownership and control of Owner. In connection with any such assignment, including any permitted assignment to an affiliate, SCOA, Owners and its or their assignee(s) shall execute and deliver to City a written assignment and assumption agreement in a form reasonably acceptable to the City Attorney. (g) Binding upon Heirs, Successors and Assigns. The terms, covenants and conditions of this Agreement shall be binding upon all heirs, successors and assigns of the Parties hereto. (h) Interpretation. The word "including" shall be construed as if followed by the words "without limitation." All exhibits and attachments to this Agreement are incorporated by reference as though fully restated herein. This Agreement shall be interpreted as though prepared jointly by all Parties. Section headings in this Agreement are for convenience only and are not intended to be used in interpreting or construing the terms, covenants or conditions contained in this Agreement. (i) Severability. If any provision of this Agreement is held, to any extent, invalid, the remainder of this Agreement shall not be affected, except as necessarily required by the invalid provision, and shall remain in full force and effect. 0) Entire Agreement. The terms and conditions of this Agreement constitute the entire agreement between the Parties with respect to the matters addressed in this Agreement. This Agreement may not be altered, amended or modified without the written consent of all Parties hereto. (k) Governing Law; Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of California, without reference to choice of law provisions. Any legal actions under this Agreement shall be brought only in the Superior Court of the County of San Mateo, State of California, or in the United District Court for the Northern District of California if subject to Federal jurisdiction. (1) Time is of the Essence. Time is of the essence of this Agreement and of each and every term and condition hereof. (m) Runs with the Land; Recordation. Upon satisfaction of the Conditions Precedent, the Memorandum of Agreement in the form attached hereto as Exhibit J shall be executed and acknowledged by the Parties and recorded in the Official Records of San Mateo County. Upon completion of performance and satisfaction by SCOA and Owners of their obligations under this Agreement, including SCOA's warranty obligations, a written statement shall be recorded by City in the Official Records of San Mateo County terminating this Agreement and releasing all of the Property. The recorded written statement does not release the Parties from obligations that expressly survive termination of the Agreement, including indemnification obligations. IN WITNESS WHEREOF, this Agreement has been entered into by and among SCOA, Met Life, HCP and City as of the Effective Date first above written. OAK #4819-4834-1908 v19 31 ATTY/AGR/2020.230/SEAPORT LEVEE AGREEMENT 260