06.01 - NJPA Planning & Zoning Service Agreement

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duties in a timely manner. NJPA shall not be responsible for delays caused by factors beyond its control or that could not be reasonably foreseen at the time of execution of this Agreement. NJPA shall be responsible for costs,delays or damages arising from unreasonable delays in the performance of its duties. 6.22 Voluntary and Knowing Action. The Parties,by executing this Agreement, state that they have carefully read this Agreement and understand fully the contents hereof;that in executing this Agreement they voluntarily accept all terms described in this Agreement without duress,coercion,undue influence, or otherwise,and that they intend to be legally bound hereby. 6.23 Entire Agreement. The individuals signing this Agreement hereby represent that they are authorized,on behalf of their respective organizations,to execute this Agreement and the Agreement contains the entire understanding between the Parties concerning the subject matter. 6.24 Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision. Any invalid or unenforceable provision shall be deemed severed from this Agreement to the extent of its invalidity or unenforceability, and this Agreement shall be construed and enforced as if the Agreement did not contain that particular provision to the extent of its invalidity or unenforceability. 6.25 Headings and Captions. Headings and captions contained in this Agreement are for convenience only and are not intended to alter any of the provisions of this Agreement and shall not be used for the interpretation of the validity of the Agreement or any provision hereof. 6.26 Survivability. All covenants, indemnities,guarantees,releases,representations and warranties by any Party or Parties,and any undischarged obligations of City and NJPA arising prior to the expiration of this Agreement(whether by completion or earlier termination),shall survive such expiration 6.28 Recitals and Schedules The Parties hereby confirm and ratify the matters contained and referred to in the Recitals and this Agreement and agree that it and the various schedule(s)hereto are expressly incorporated into and form part of this Agreement,notwithstanding that such Schedules may not be expressly referred to herein. If a conflict arises between any provision contained in this Agreement and any provision contained in any of the schedules hereto,the provisions of this Agreement shall prevail. The Schedules to this Agreement are as follows: Schedule "A" -Cost and Delivery of Services 7 P&Z Agreement(02/2015)