RES 141 Draft 01 2012-2014 - Laserfiche WebLink

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CAROLINE MAE SMITH Trustee of the Alfred Whitaker Smith Revocable Trust 7530 Eucalyptus Hill La Mesa, California 91942 Telephone Number(619)460-0897 7. Miscellaneous Provisions: 7.1 Independent Review: Smith Trust and the County have each had an opportunity to make a full and independent review and investigation of all alternatives with respect to the matters that are the subject of this Agreement have carefully read this Agreement and the documents and instruments executed in connection with this Agreement, and have voluntarily and without coercion or duress of any kind, entered into this Agreement and the documents and instruments executed in connection with this Agreement. Smith Trust and the County each represents and agrees that it has not been influenced to any extend whatsoever to enter into this Agreement by any representation made to it or its attorneys, accountants, advisors, or representatives, either directly or indirectly,by any other party of any person acting on behalf of any such party, either directly or indirectly, other than as is expressly stated in this Agreement. Smith Trust and the County each further represents and agrees that it understands the contents and legal effect of this Agreement, and that it has obtained or had an adequate opportunity to obtain all information and documents, and has fully informed itself of all facts which it deems material or relevant to its decision to enter into this Agreement. 7.2. Time of the Essence: Time is of the essence of this Agreement. 7.3. Waivers, etc.: The delay or failure of Smith Trust or the County to exercise any of its rights hereunder shall not be deemed by the other party to constitute a waiver or such right unless the party possessing such right has clearly and expressly given notice of such waiver to the other party hereto. No waiver, modification, or amendment of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver, modification, or amendment of any other provision, whether or not similar, nor shall any waiver, modification or amendment constitute a continuing waiver, modification or amendment. 7.4. Amendments to Agreement: Neither this Agreement nor any provision hereof may be waived, modified or amended except by an instrument signed by the party against whom the enforcement of such waiver,modification or amendment is sought, and then only to the extent set forth in such instrument. 7.5. Further Assurances: The County and Smith Trust, from time to time,upon request of the other party and without further consideration will, at its own expense, execute and deliver such documents, certificates, agreements and other writings and take such further actions as such other party may reasonably request(i)to consummate fully and implement expeditiously the transactions described in, or otherwise contemplated by this Agreement, or(ii)to otherwise effectuate the intent and purposes of this Agreement. 7