Laserfiche WebLink
experienced and knowledgeable legal counsel. Accordingly, any rule of law (including <br />California Civil Code Section 1654) or legal decision that would require interpretation of any <br />ambiguities in this Agreement against the party that has drafted it is not applicable and is waived. <br />The provisions of this Agreement shall be interpreted in a reasonable manner to effect the <br />purposes of the parties and this Agreement. <br />5.4 Rights and Remedies are Cumulative. Except as otherwise expressly stated in this <br />Agreement, the rights and remedies of the parties are cumulative, and the exercise by either party <br />of one or more of such rights or remedies shall not preclude the exercise by it, at the same time <br />or different times, of any other rights or remedies for the same default or any other default by the <br />other party. <br />5.5 Termination by the Developer Prior to Conveyance. In the event that prior to conveyance <br />of the City Property to the Developer: <br />5.5.1 If the Developer identifies any existing contamination on the City Property, and <br />the Developer elects not to remediate any such existing contamination, or for any other reason <br />the Developer determines that the condition of the City Property is not suitable for development <br />pursuant to this Agreement; or <br />5.5.2 If any of the Developer's conditions precedent to conveyance are not satisfied by <br />the time set forth in this Agreement despite City's good faith efforts to do so, and such failure is <br />not cured within thirty (30) days after written notice from Developer or, if such failure cannot be <br />reasonably cured within such 30 day period, the City is not diligently acting to cure such failure <br />in a timely manner; or <br />5.5.3 Subject to Force Majeure, all conditions precedent to conveyance are satisfied or <br />waived by the party benefiting from such condition and the City, despite City's good faith <br />efforts, is unable to tender conveyance of fee interest in the City Property or possession thereof <br />in the manner and condition and by the date provided in this Agreement, and any such failure is <br />not cured within fifteen (15) days after written demand by the Developer or, if such failure <br />cannot be reasonably cured within such fifteen (15) day period, the City is not diligently acting <br />to cure such tenure In a timely manner; or <br />5.5.4 The Developer is unable, despite diligent efforts, to secure reasonable financing <br />necessary for development of the City Property, or otherwise determines that the development of <br />the City Property is not feasible due to the economic conditions then in existence, and the City <br />and Developer are unable to mutually agree upon an alternative approach, which may include <br />modifications or amendments to this Agreement; or <br />5.5.5 The City is in default under any other provision of this Agreement and such <br />default is not cured within the applicable time periods; <br />then this Agreement and any rights of the City or any assignee or transferee in this Agreement <br />pertaining thereto or arising therefrom with respect to the Developer may, at the option of the <br />Developer be terminated by written notice thereof to the City, as the Developer's sole and <br />55394.00000\29008220.1 65A 224 <br />