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CITY COUNCIL DRAFT
<br /> Party shall not be employed in interpreting this Agreement, all Parties having been represented by
<br /> 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 plural,
<br /> and vice versa, as context so dictates. Masculine, feminine, and neuter forms of any word include
<br /> the other as context so dictates.
<br /> 8.8 Joint and Several Obligations. If at any time during the term 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 of
<br /> 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 term "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 upon
<br /> the default of the other Party, shall not constitute a waiver of such Party's right to insist and demand
<br /> strict compliance by the other Party with the terms of this Agreement thereafter.
<br /> 8.12 Non-Discrimination. In performing its obligations under this Agreement,
<br /> Developer shall not discriminate because of race, color, creed, religion, sex, gender, gender
<br /> identity, gender expression, marital status, sexual orientation, familial status, source of income,
<br /> veteran or military status, age, national origin, ancestry, disability or genetic information, as
<br /> defined and prohibited by applicable law, in the recruitment, selection, training, utilization,
<br /> promotion, termination or other related activities. Developer affirms that it is an equal opportunity
<br /> employer and shall comply with all applicable federal, state and local laws and regulations.
<br /> 8.13 Third Party Beneficiaries. No person or entity, other than City and Developer
<br /> shall have any right of action based upon any provision of this Agreement.
<br /> 8.14 Force Majeure. Neither Party shall be deemed to be in default where failure or
<br /> delay in performance of any of its obligations under this Agreement is caused by floods,
<br /> earthquakes, other Acts of God, fires,pandemics as declared by federal, state, or local emergency
<br /> resolution, wars, riots or similar hostilities, strikes and other labor difficulties beyond the Party's
<br /> control (including the Party's employment force), court actions (such as restraining orders or
<br /> injunctions), or other causes beyond the Party's control, including delays by any governmental
<br /> entity (although the City may not benefit from this provision for a delay that results from City's
<br /> failure to perform its obligations under this Agreement), or an insurance company of either party.
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<br /> Resolution No. 2025-013
<br /> Page 29 of 87
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