Eden Road Public Improvement Agreement

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of City's insolvency, or if City or any of City's contractors, subcontractors, agents, or employees should violate any of the provisions of this Agreement, Applicant and/or Owner may serve written notice upon City of Default. Upon such notice, Applicant and/or Owner may take any and all legal actions to enforce this Agreement, including but not limited to specific performance. 11. Parties Obligated: Parties agree that this Agreement shall bind each Party and each Party's successors in interest, heirs, successors, and assigns. 12. Attorneys' Fees: If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret any provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 13. Governing Law: The laws of the State of California shall govern this Agreement. This Agreement, and all the provisions of this Agreement, shall be deemed drafted by all of the Parties, and shall not be construed against any Party on the basis of that Party's role in drafting this Agreement. 14. Severabihty: If a court of competent jurisdiction fords or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 15. Termination: This Agreement may only be terminated by either Party for cause. 16. Recordation of Agreement. Upon the execution of this Agreement, the Parties agree that City shall record this Agreement in the Official Records of Alameda County. 17. Assigment, Entire Agreement, and Amendment. This Agreement cannot be assigned without the prior written consent of the non -assigning party. This Agreement represents the entire agreement of the parties, and supersedes all prior oral and written agreements. This Agreement may only be amended in a writing signed by the parties. 18. Notices. All notices herein required shall be in writing, and delivered in person or sent by registered mail, postage prepaid. Notices requited to be given to City shall be addressed as follows: City Clerk EDEN ROAD PUBLIC IMPROVEMENT AGREEMENT Page 8 of l l