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the California Govemment Code. If any act is to e dome by a particular time daring a day, that <br />time shall be Pacific Time Zone time. <br />616. Legal Advice. Each party represents and warrants to the other the following: <br />ing: <br />they have carefully read this Agreement, and in signing this Agreement, they do so with full <br />l iowledge of any right which they may lave; they have received independent legal advice from <br />their respective legal counsel as to the patters set forth in this Agreement, or have knowingly <br />chosen not to consult legal counsel as to the matters set forth its this Agreement; arid, they have <br />freely signed this Agreement without any reliance upon any agreement, ent, promise, statement or <br />representation by or on behalf Of the other party, or their respective agents, employees, or <br />attorneys, except as specifically set forth in this Agreement, and without duress or coercion, <br />whether economic or otherwise. <br />617. Time of Essence. Time is expressly made Of the essence with respect to the <br />performance by the Agency, the Developer of each and every obligation and condition of this <br />Agreement. <br />618. Cooperation. ach party agrees t0 cooperate with the other in this transaction <br />and, in that regard, to sigh any and all documents which may be reasonably necessary, helpful, or <br />appropriate t0 carry out the purposes and intent Of this Agreement including, but not limited to, <br />releases Or additional agreements. <br />619. Conflicts of Intel-est. No member, official or employee of the Agency shall have <br />any personal al inter +e t, direct or indirect, in this Agreement, nor shall any such member, official or <br />employee participate in any decision relating to the Agreement which affects his personal <br />interests Or the interests of any corporation, partnership or association in which he is directly or <br />indirectly interested. <br />620. Date of Agreement. The date of this Agreement shall be the date set forth in the <br />first paragraph hereof. <br />621. Implementation of Agreement and Each Phase of the Project. The parties <br />acknowledge that, due to the long term nature of the Pro 0 eet and the implementation thereof in <br />three Phases, it may be necessary and/or appropriate at some time in the future, or fr in trine to <br />tune, for the patties to enter into various Implementation Agreements or to otherwise execute <br />additional documentation to clarify and implement the provisions of this Agreement, provide for <br />one or more Transfers, and/or provide for the incorporation Of additional or different funding <br />and/or financing sources for the development and operation Of each Phase Of the Project. jeet. ach <br />party agrees to cooperate in good faith to negotiate and eater into such various Implementation <br />Agreements for each Phase of the Project as may be determined to be reasonably necessary <br />and/or appropriate by the Developer and the Agency Executive Director, in their reasonable <br />discretion, subject to the limitations ns of Section 605. Implementation Agreements entered into <br />pursuant to this Section 621 may modify the terms of this Agreement as to one or more Phase (s) <br />of the Project, so long as such actions do not materially or substantially change or modify the <br />rises or development permitted on the Site, or materially or substantially acid to the costs, <br />responsibilities, or liabilities incurred or to e incurred by the Agency, <br />66 <br />DO CsOC1 4 007NF 13/200272-0001 <br />