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PLANNING COMMISSION DRAFT <br />SUBJECT TO CITY COUNCIL APPROVAL <br />A California 141� company <br />8.3.2 Change of Address. Either Party may, by notice given at any time, require <br />subsequent notices to be given to another person or entity, whether a party or an officer or <br />representative of a party, or to a different address, or both. Notices given before actual receipt of <br />notice of change shall not be invalidated by the change. <br />8.4 Severability. If any term, provision, covenant or condition of this Agreement <br />shall be determined invalid, void or unenforceable, the remainder of this Agreement shall not be <br />affected thereby to the extent such remaining provisions are not rendered impractical to perform, <br />taking into consideration the purposes of this Agreement. <br />8.5 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 <br />hereto, and the rule of construction to the effect that ambiguities are to be resolved against the <br />drafting Party shall not be employed in interpreting this Agreement, all Parties having been <br />represented by counsel in the negotiation and preparation hereof. <br />8.6 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 />8.7 Singular and Plural. As used herein, the singular of any word includes the <br />plural, and vice versa, as context so dictates. Masculine, feminine, and neuter forms of any word <br />include the other as context so dictates. <br />8.8 Joint and Several Obli atg ions. If at any time during the tern of this Agreement <br />the Property and/or Project is owned, in whole or in part, by more than one Developer, all <br />obligations of such Developer under this Agreement shall be joint and several, and the default of <br />any such Developer shall be the default of all such Developers. <br />8.9 Time of Essence. Time is of the essence in the performance of the provisions <br />of this Agreement as to which time is an element. <br />8.10 Computation of Days. Unless otherwise specified in this Agreement or any <br />Exhibit attached hereto, use of the tern "days" shall mean calendar days. For purposes of this <br />Agreement and all Exhibits attached hereto, "business days" shall mean every day of the week <br />except Saturdays, Sundays, official State holidays as recognized in Government Code Section <br />19853(a) or successor statute, and any days in which Santa Ana City Hall is closed for business. <br />8.11 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 <br />upon the default of the other Party, shall not constitute a waiver of such Party's right to insist and <br />demand strict compliance by the other Party with the terms of this Agreement thereafter. <br />20 <br />55394.00101\n^^^'�.-.a4,7442998272.1 <br />