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9.4 Severability. If any term, provision, covenant or condition of this Agreement shall <br />be determined invalid, void or unenforceable, the remainder of this Agreement shall not be affected <br />thereby to the extent such remaining provisions are not rendered impractical to perform, taking <br />into consideration the purposes of this Agreement. <br />9.5 Interpretation and Governing Law. This Agreement and any dispute hereunder <br />shall be governed and interpreted in accordance with the laws of the State of California without <br />regard to conflict of law principles. This Agreement shall be construed as a whole according to <br />its fair language and common meaning to achieve the objectives and purposes of the Parties hereto, <br />and the rule of construction to the effect that ambiguities are to be resolved against the drafting <br />Party shall not be employed in interpreting this Agreement, all Parties having been represented by <br />counsel in the negotiation and preparation hereof. <br />9.6 Section Headings. All section headings and subheadings are inserted for <br />convenience only and shall not affect any construction or interpretation of this Agreement. <br />9.7 Singular and Plural. As used herein, the singular of any word includes the plural, <br />and vice versa, as context so dictates. Masculine, feminine, and neuter forms of any word include <br />the other as context so dictates. <br />9.8 Reserved. <br />9.9 Time of Essence. Time is of the essence in the performance of the provisions of <br />this Agreement as to which time is an element. <br />9.10 Computation ofDays. Unless otherwise specified in this Agreement or any Exhibit <br />attached hereto, use of the term "days" shall mean calendar days. For purposes of this Agreement <br />and all Exhibits attached hereto, "business days" shall mean every day of the week except <br />Saturdays, Sundays, official State holidays as recognized in Government Code Section 19853(a) <br />or successor statute, and any days in which Santa Ana City Hall is closed for business. <br />9.11 Waiver. Failure by a Party to insist upon the strict performance of any of the <br />provisions of this Agreement by the other Party, or the failure by a Party to exercise its rights upon <br />the default of the other Party, shall not constitute a waiver of such Party's right to insist and demand <br />strict compliance by the other Party with the terms of this Agreement thereafter. <br />9.12 Non -Discrimination. In performing its obligations under this Agreement, <br />Developer shall not discriminate because of race, color, creed, religion, sex, marital status, sexual <br />orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable <br />law, in the recruitment, selection, training, utilization, promotion, termination or other related <br />activities. Developer affirms that it is an equal opportunity employer and shall comply with all <br />applicable federal, state and local laws and regulations. <br />9.13 Third Party Beneficiaries. No person or entity, other than City and Developer shall <br />have any right of action based upon any provision of this Agreement. <br />16 <br />