AgdaPkt 2015-07-27 Joint SA and PFA

Browse Search

8.A. - Page 77 Either party may change its mailing address at any time by giving written notice of such change to the other party in the manner provided herein at least ten (10) days prior to the date such change is effected. All notices under this Agreement shall be deemed given, received, made or communicated on the date personal delivery is effected or, if mailed or given by overnight delivery service, on the delivery date or attempted delivery date shown on the return receipt. 9.2 Form and Effect of Notice. Every notice (other than the giving or withholding of consent, approval or satisfaction under this Agreement, but including requests therefor) given to a party shall comply with the following requirements. Each such notice shall state: (i) the Article or Section of this Agreement pursuant to which the notice is given; (ii) the period of time within which the recipient of the notice must respond or if no response is required, a statement to that effect; and (iii) if applicable, that the failure to respond to the notice within the stated time period shall be deemed to be the equivalent of the recipient's approval of or consent to the subject matter of the notice. Each request for consent or approval shall contain reasonably sufficient data or documentation to enable the recipient to make an informed decision. In no event shall notice be deemed given nor shall a party's approval of, consent to or satisfaction with the subject matter of a notice be deemed given by such party's failure to object or respond thereto if such notice did not fully comply with the requirements of this Section 9.2. No waiver of this Section 9.2 shall be inferred or implied from any act (including conditional approvals, if any) of a party, unless such waiver is in writing, specifying the nature and extent of the waiver. ARTICLE 10. MISCELLANEOUS. 10.1 Negation of Partnership. The parties specifically acknowledge that the Project is a private development, that neither party is acting as the agent of the other in any respect hereunder, and that each party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement. None of the terms or provisions of this Agreement shall be deemed to create a partnership between or among the parties in the businesses of Developer, the affairs of City, or otherwise, nor shall it cause them to be considered joint venturers or members of any joint enterprise. This Agreement is not intended nor shall it be construed to create any third party beneficiary rights in any person who is not a party, unless expressly otherwise provided. 10.2 Not a Public Dedication. Nothing herein contained shall be deemed to be a gift or dedication of the Developer Property, or of the Project, or portion thereof, to the general public, for the general public, or for any public use or purpose whatsoever, it being the intention and understanding of the parties that this Agreement be strictly limited to and for the purposes herein expressed for the development of the Project as private property. Developer shall have the right to prevent or prohibit the use of the Developer Property, or the Project, or any portion thereof, including common areas and buildings and improvements located thereon, by any person for any purpose inimical to the operation of a private, integrated project as contemplated by this Agreement Notwithstanding the foregoing, nothing in this provision is intended to limit the scope of Developer's obligations under the Easement and Parking Agreement. 82483.00019\9644366. 13 ATTY /AGR /2015.146 /HAMILTON - WINSLOW DDA REV: 07 -22 -15 VR Page 36 of 102