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61 5. Computation of Time. The time in which any act is to be done under this Agreement is computed by excluding tie first day (such as the day escrow opens), and including the last day, unless the last day is a holiday or Saturday or Sunday, and then that day is also excluded. The term "holiday" hall rnean all holidays as specified in Section 6700 and 6701 of the Califomia Govemment Code. If any act is to be done by a particular time during a day, tai at time shall be Pacific Time Zone time. 616. Legal Advice. Each party represents and warrants to the other the following: they have carefully read this gr m n t, and in signing this Agreement, they do so with full knowledge of any right which they may have; they have received independent legal advice from their respective legal counsel as to the matters set forth in this Agreement, or have knowingly chosen not to consult legal counsel as to the matters tern t forth in this Agreement; and, they have freely signed this Agreement without any reliance upon any agreement, promise, statement or representation b or on behalf of the other party, or their respective agents, employees, or attorneys, except as specifically set forth in this Agreement, and without duress or coercion, whether economic or otherwise. 17. Time of Essence. Time is expressly made of the essence with respect to the performance by the Agency, the Developer of each and every obligation and condition of this Agreement. 618. Cooperation. Each party agrees to cooperate with the other in this transaction and, in that regard, to sign any and all documents which may be reasonably necessary, helpful, or appropriate to carry out the purposes and intent of this Agreement including, but not limited to } releases or additional agreements. 619. Conflicts of Interest. No member, offi i a1 or employee o f the Agency shall have any personal int r t, direct or indirect, in this Agreement, nor shall any such member, official or employee participate in any decision relating to the Agreement which affects his personal interests or the interests of any corporation, partnership or association in which he is directly or indirectly interested. 620. Date of Agreement. The d a to of this greement shall be the date set forth in the first paragraph hereof. 621. Implementation of Agreement and Each Ph a f the Pro f e& The parties acknowledge that, due to the long term nature of the Project and the implementation thereof in three Phases, it may be necessary and/or appropriate at some time in the future, or from time to time, for the parties to enter into various Implementation Agreements or to otherwise execute additional documentation to clarify and implement the provisions of this Agreement, provide for one or more Transfers, ancUor provide for the incorporation of additional or different funding and/or financing sources for the development and operation of each Phan of the Project. Each party agrees to cooperate in good faith to negotiate and enter into such various Implementation Agreements for each phase of the project as may be determined to be reasonably necessary and/or appropriate by the Developer and the Agency Executive Direc tor, in their reasonable discretion, subject to the limitations of Section 605. Implementation Agreements entered into pursuant to this Section 621 may modify the terms of this Agreement as to one or more Phase (s) DoO 1 473 v 14 /20027 2-OGO C