Deed - Portion of Williams St - File D-1394, 2005

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Section 13. Waivers. A waiver or breach of covenant or provision in this Agreement shall not be deemed a waiver of any other covenant or provision in this Agreement, and no waiver shall be valid unless in writing and executed by the waiving party. An extension of time for performance of any obligation or act shall not be deemed an extension of the time for performance of any other obligation or act. Section 14. Construction. The section headings and captions of this Agreement are, and the arrangement of this instrument is, for the sole convenience of the parties to this Agreement. The section headings, captions, and arrangement of this instrument do not in any way affect, limit, amplify, or modify the terms and provisions of this Agreement. The singular form shall include 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. All exhibits referred to in this Agreement are attached to it and incorporated in it by this reference. Section 15. Merger. All of the terms, provisions, representations, warranties, and covenants of the parties under this Agreement shall survive the Close of Escrow and shall not be merged in the Deed or other documents. Section 16. Counterparts. This Agreement may be executed in one or more counterparts. Each shall be deemed an original and all, taken together, shall constitute one and the same instrument. Section 17. Time of the Essence. Time is of the essence in this Agreement. Section 18. Successors. This Agreement shall inure to the benefit of and shall be binding upon the parties to this Agreement and their respective heirs, successors, and assigns. Section 19. Governing Law. This Agreement shall be governed and construed in accordance with California law. Section 20. Additional Agreements. (a) The City grants to the Property Owner an option to purchase the City Right of Way property described in Exhibit C. The City has previously provided the Property Owner with an estimated land and improvements value dated February 24, 2005, and attached to this Agreement as Exhibit C-1. The Property Owner may exercise its option to purchase the City Right of Way property for the amount shown in Exhibit C-1 within 1 year of this Agreement's effective date. If the Property Owner does not exercise its option within this initial one-year term, the option will terminate unless the Property Owner requests the City to extend the option for an additional year. If the Property Owner exercises its option during this extended option period, the Property Owner, at its sole expense, shall retain an appraiser approved by the City to provide a current appraised value for the land and improvements. Subject to the City's approval, this updated appraisal shall form the basis for the purchase price. Upon notice from the Property Owner to the City that Property Owner wishes to exercise its option to purchase, which notice may be given at Westgate Agreement 6