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Settlement Agreement <br />Page 4 <br />confer any benefit or enforceable rights under this Agreement other than to the Parties hereto and <br />their respective successors, assigns, and reinsurers. <br />9. No Modification Except as in Writing. This Agreement may not be modified <br />unless in writing and executed by the Parties hereto. No waiver of any provisions of this <br />Agreement shall be valid unless in writing and signed by the Party against whom it is sought to <br />be enforced. <br />10. Interpretation of Agreement. The provisions of this Agreement shall be applied <br />and interpreted in a manner consistent with each other so as to carry out the purposes and intent <br />of the Parties, but, if for any reason any provision is unenforceable or invalid, such provision <br />shall be deemed severed from this Agreement and the remaining provisions shall be carried out <br />with the same force and effect as if the severed portion had not been a part of this Agreement. <br />11. Incorporation of All Prior Negotiations. This Agreement incorporates, <br />includes, and supersedes all prior negotiations, correspondence, conversations, agreements or <br />understandings applicable to the matters contained herein; and the Parties agree that there are no <br />commitments, agreements or understandings concerning the subject matter of this Agreement <br />that are not contained in this Agreement. Accordingly, the Parties agree that no deviations from <br />the terms hereof shall be predicated upon any prior representations or agreements, whether oral <br />or written. <br />12. Acknowledgment of Release of Rights. The Parties acknowledge and agree that <br />they are releasing certain rights and assuming certain duties and obligations which, but for this <br />Agreement, would not have been released or assumed. Accordingly, the Parties agree that this <br />Agreement is fair and reasonable, that each of them has had an opportunity to consult with and <br />have in fact consulted with such experts of their choice as they may have desired, and that they <br />have had the opportunity to discuss and have in fact discussed this matter with counsel of their <br />choice. <br />13. Failure to Execute. Pursuant to the terms and conditions of the Indemnity <br />Agreement entered into between GCNA and H&D in connection with the issuance of the various <br />payment and performance bonds, H&D assigned to GCNA, and provided GCNA with a <br />continuing security interest in, any and all contract balances due and owing on any bonded <br />projects, including the contract proceeds due on the instant Project. Correspondingly, H&D <br />authorized GCNA to execute, on behalf of H&D, any agreements deemed necessary or desirable <br />by GCNA to provide absolute title to such assigned funds. As such, the County hereby <br />acknowledges and agrees that, to the extent that H&D fails to timely execute this Agreement, the <br />County will accept GCNA's execution of the Agreement as attorney-in-fact on behalf of H&D. <br />14. Advice of Counsel. The Parties acknowledge that they have sought and received <br />whatever competent advice and counsel as was necessary for them to form a full and complete <br />understanding of all rights and obligations herein and that the preparation of this Agreement has <br />been their joint effort. The language agreed to expresses their mutual intent and the resulting <br />