ST. JOSEPH AND TALLER SAN JOSE (REIMBURSEMENT AGMT) - 2014

Home Browse Search

compliance with the terms of this Agreement shall be null and void and shall confer no rights or benefits upon the assignee. 4. No Prior Agreements and No Oral Modifications. This Agreement represents the entire understanding of CITY and DEVELOPER with respect to the subject matter hereof and supersedes all other prior or contemporaneous written or oral agreements pertaining to the subject matter of this Agreement. This Agreement may be modified, only in writing signed by the authorized representatives of CITY and DEVELOPER. 5. Binding Upon Successors. This Agreement and each of its terms shall be binding upon CITY and DEVELOPER and their respective officers, elected officials, employees, agents, contractors, and permitted successors and assigns. 6. No Third Party Beneficiaries. This Agreement is entered into solely for the benefit of the Parties. No person or entity has any rights or remedies under this Agreement. 7. Attorneys' Fees. In the event that any action or proceeding, including arbitration, is commenced by either CITY or DEVELOPER against the other to establish the validity of this Agreement or to enforce any one or more of its terms, the prevailing party in any such action or proceeding shall be entitled to recover from the other, in addition to all other legal and equitable remedies available to it, its actual attorneys` fees and costs of litigation, including, without limitation, filing fees, service fees, deposition costs, arbitration costs and expert witness fees, including actual costs and attorneys' fees on appeal. 8. Jurisdiction and Venue. This Agreement is executed and is to be performed in Orange County, California, and any action or proceeding brought relative to this Agreement shall be heard in the appropriate court in the County of Orange, California. CITY and DEVELOPER each consent to the personal jurisdiction of the court in any such action or proceeding. 9. Severabra ility. If any term or provision of this Agreement is found to be invalid or unenforceable, CITY and DEVELOPER both agree that they would have executed this Agreement notwithstanding the invalidity of such term. or provision. The invalid term or provision may be severed from the Agreement and the remainder of the Agreement may be enforced in its entirety. 1.0. Headings. The headings of each Section of this Agreement are for the purposes of convenience only and shall not be construed to either expand or limit the express terns and language of each Section. 11. Representations of the Parties. Each person signing this Agreement on behalf of a Party which is not a natural person hereby represents and warrants to the other Party that all necessary legal prerequisites to that Party's execution of this Agreement have been satisfied and that he or she has been authorized to sign this Agreement and bind the Party on whose behalf he or she signs. [Signatures on following page]