ORD 1650 - Laserfiche WebLink

and subparagraphs of this Agreement are for convenience only and shall not be considered or referred to in resolving questions of construction. Each party acknowledges that it has had an opportunity to review this Agreement and to receive independent legal advice regarding it. The provisions of this Agreement shall not be interpreted in favor of or against either party. This Agreement shall be governed by the laws of the State of California. 17. No Waiver. No delay or omission by any party in exercising any fight or power accruing upon the noncompliance or failure to perform by the other paxty under the provisions of this Agreement shall impair any right or power or be construed to be a waiver thereof. A waiver by either party of any of the covenants or conditions to be performed by the other party. shall not be construed as a waiver of any succeeding breach of the same or other covenants and conditions hereof. 18. Entire A$~reement. This Agreement and all Exhibits aUached hereto contain the sole and entixe agreement between the parties concerning the Project. The pardes acknowledge and agree that none of them has made any representation with respect to the subject matter of this Agreement or any representations inducing the execution and delivery hereof, except such representations as are specifically set forth herein, and each party acknowledges that it has relied on its own judgment in entering this Agreement. 19. Estotmel Certificate. Each party from time to time may deliver written notice to the other parties r~lhesting written certification that, to the knowledge of the certifying party (i) this Agreement is in full force and effect and constitutes a binding obligation of the parties; (ii) this Agreement has not been amended or modified either orally or in writing, or, if it has been amended or modified, specifying the nature of the amendments or modifications; and (iii) the requesting party is not in default in the performance of its obligations under this Agreement, or if in default, describing therein the nature and monetary amount, if any, of any default. The paxty receiving a request hereunder shall execute and return the certificate within sixty (60) days after receipt thereof. The Planning Director of the County or City shall have the fight to execute any certificate requested by Partners hereunder. The County acknowledges that a cerdfica~ ~ereunder may be relied upon by permitted transferees and mortgagees. At the request of Pannets, any certificate provided by the County or City establishing the status of this Agreement with respect to any lot or parcel may be in recordable form, and Partners shall have the fight to record the certificate for the affected portion of the Subject Property at its costs and expense. 20. ~..~/12iI.L~. Each provision of this Agreement which shall be judged to be invalid. void or illegal shall in no way affect, impair or invalidate any other provisions hereof, and the other provisions shall remain in full force and effect. 2 I. Time of Essence. Time is of the essence in the performance of each and every covenant and obligation to be performed by the parties hereunder.