Agmt22 City_ County Land Swap - Laserfiche WebLink

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To the City: City of Redwood City 1017 Middlefield Road Redwood City, California 94063 Attn: City Manager With a copy to: City of Redwood City 1017 Middlefield Road Redwood City, California 94063 Attn: City Attorney 28. Interpretation. The word "including" shall be construed as if followed by the words "without limitation." All recitals to this Agreement are incorporated by reference as though fully restated herein. 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 both 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. 29. 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. 30. Entire Agreement. The terms and conditions of this Agreement, together with the Exchange Agreement, constitute the entire agreement between City and County 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. Performance of this Agreement shall constitute full performance of all duties and obligations of the County enforceable by the City with regard to the Work and payment of any development related fees and fair share infrastructure contributions. 31. 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. 32. Authority. Each party executing this Agreement on behalf of a party represents and warrants that such person is duly and validly authorized to do so on behalf of the entity it purports to bind and if such party is a partnership, corporation or trustee, that such partnership, corporation or trustee has full right and authority to enter into this Agreement and perform all of its obligations hereunder. 33. Time is of the Essence. Time is of the essence of this Agreement and of each and every term and condition hereof. 34. Electronic Signature. If all parties agree, electronic signatures may be used in place of original signatures on this Agreement. Each party intends to be bound by the signatures on the electronic document, is aware that the other parties will rely on the electronic signatures, and hereby waives any defenses to the enforcement of the terms of this Agreement based on the use of an electronic signature. After all parties agree to the use of electronic signatures, all parties must sign the document electronically. REV: 01-21-2022 SK [Signatures on next page] ATTY/AGR.2022.01 0. 1 /City- County Land swap (Page 7 of 14)