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GRANTOR: T.P. HERITAGE INN AND S.S. HERITAGE INN APN: 941-1300-14AND 941-1300-15 PROJECT: JOHNSON DRIVE ECONOMIC DEVELOPMENT ZONE PROJECT GRANTOR understands that this Agreement is subject to the approval of CITY, and this Agreement shall have no effect unless and until the CITY COUNCIL approves it. B. Counterparts Signature- This Agreement may be executed in counterparts, each of which shall be an original, but all counterparts shall constitute one agreement. C. Entire Agreement. The parties have here set forth the whole of their agreement. The performance of this Agreement constitutes the entire consideration for the Fee, Easement and TCE and shall relieve CITY of all further obligations or claims on this account or on account of the location, grade, construction or operation of the proposed Project. D. Binding on Successors and Assigns. This Agreement shall be binding on and inure to the benefit of the respective heirs, successors and assigns of the parties. E. Jurisdiction and Venue. This Agreement shall be governed by and constructed in accordance with the laws of the State of California. The parties consent to the jurisdiction of the California courts with venue in the County of Alameda. F. Cooperation. Each party agrees to cooperate with the other in the closing of this transaction and, in that regard, to sign any and all documents which may be reasonably necessary, helpful, or appropriate to carry out the purposes and intent of this Agreement including, but not limited to, releases or additional agreements. G. Waiver and Modification. Any waiver, modification, consent or acquiescence with respect to any provision of this Agreement shall be set forth in writing and duly executed by or on behalf of the party to be bound thereby. No waiver by any party of any breach hereunder shall be deemed a waiver of any other or subsequent breach. H. Notices. Any notice that either party may or is required to give the other shall be in writing, and shall be either personally delivered or sent by regular U.S. Mail, to the following addresses: To GRANTOR: To CITY: E D?uh Mrd t City of Pleasanton Engineering Department S,As }t "T' P.O. Box 520 s INV ' 0 Pleasanton, CA 94566-0802 Attn: Steve Kirkpatrick, Director of Engineering / City Engineer I. Severability. If any term or provision of this Agreement shall, to any extent, be held invalid or unenforceable, the- remainder of this Agreement shall not be affected, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to either party. Upon such determination that any term or provision is illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the greatest extent possible. J. Construction. Section headings are solely for the convenience of the parties and are not a part of and shall not be used to interpret this Agreement. The singular form shall include the plural and vice versa. This Agreement shall not be construed as if it had been prepared by one of the parties, but rather as if both parties have prepared it. Unless otherwise indicated, all references to Sections are to this Agreement. [Signatures on the following page] Page 5 of 6