ORD 2010 - Laserfiche WebLink

remaining terms and provisions of this Agreement, or the application of this Agreement to other situations, shall continue in full force and effect unless amended or modified by mutual consent of the parties. Notwithstanding the foregoing, if any material provision of this Agreement, or the application of such provision to a particular situation, is held to be invalid, void or unenforceable, either City, or SPA, or a Developer insofar as the Agreement applies to the Developer, may (in its sole and absolute discretion) terminate this Agreement by providing written notice of such termination to the other party. Section 12.06. Other Necessary Acts. City, SPA and the Developers shall execute and deliver to each other all such other further instruments and documents as may be reasonably necessary to carry out the Project Approvals, Subsequent Approvals and this Agreement and to provide and secure to each other the full and complete enjoyment of its rights and privileges hereunder. Section 12.07. Construction. Each reference in this Agreement to this Agreement or any of the Project Approvals or Subsequent Approvals shall be deemed to refer to this Agreement, Project Approvals or Subsequent Approvals as they may be amended from time to time, whether or not the particular reference refers to such possible amendment. This Agreement has been reviewed and revised by legal counsel for both City and SPA, and no presumption or rule that ambiguities shall be construed against the drafting party shall apply to the interpretation or enforcement of this Agreement. Section 12.08. Other Miscellaneous Terms. The singular shall include the plural; the masculine gender shall include the feminine; "shall" is mandatory; "may" is permissive. If there is more than one signer of this Agreement, the signer obligations are joint and several. Section 12.09. Covenants Running with the Land. Subject to the terms of Article 8 of this Agreement, the provisions contained in this Agreement shall be binding upon the parties and their respective heirs, successors and assigns, representatives, lessees, and all other persons acquiring all or a portion of the Staples Ranch Project, or any interest therein, whether by operation of law or in any manner whatsoever. All of the provisions contained in this Agreement shall be enforceable as equitable servitudes and shall constitute covenants running with the land pursuant to California law including, without limitation, Civil Code Section 1468. Each covenant herein to act or refrain from acting is for the benefit of or a burden upon the Staples Ranch Project, as appropriate, runs with the Project Site and, subject to the terms of Article 8 of this Agreement, is binding upon the owner of all or a portion of the Project Site and each successive owner during its ownership of such property. Section 12.10. Notices. Any notice or communication required hereunder between City or SPA or a Developer must be in writing, and may be given either personally, by telefacsimile(with original forwarded by regular U.S. Mail) by registered or certified mail (return receipt requested), or by Federal Express or 30