AgdaPkt 2015-07-27 Joint SA and PFA

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8.A. - Page 80 PARTY THAT MAY HAVE PROVIDED A BASIS FOR ENTERING INTO THIS AGREEMENT SHALL NOT OPERATE TO EXCUSE OR DELAY THE PERFORMANCE OF EACH AND EVERY ONE OF EACH PARTY'S OBLIGATIONS AND COVENANTS ARISING UNDER THIS AGREEMENT. NOTHING CONTAINED IN THIS SECTION 10.13(b) SHALL BE DEEMED TO PRECLUDE THE GOVERNING BODY OF THE CITY, IN ITS DISCRETION AND UPON WRITTEN REQUEST OF THE DEVELOPER, TO AMEND THIS AGREEMENT OR THE SCHEDULE OF PERFORMANCE TO ADDRESS PROJECT DELAYS CAUSED BY CHANGES IN THE ECONOMY GENERALLY OR CHANGES IN MARKET CONDITIONS OR DEMANDS. THE PARTIES AGREE TO WORK COOPERATIVELY WITH EACH OTHER IN SUCH CIRCUMSTANCES, PROVIDED HOWEVER, THE PARTIES ACKNOWLEDGE THAT THE GOVERNING BODY OF THE CITY SHALL RETAIN FULL DISCRETION TO CONSIDER ANY SUCH AMENDMENT TO THE AGREEMENT OR THE SCHEDULE OF PERFORMANCE. Initials of Authorized Initials of Authorized Representative(s) of City Representative(s) of Developer 10.14 Binding on Successors and Assigns. Subject to Section 8.2., this Agreement shall be binding upon and inure to the benefit of the Parties and their respective legal representatives, successors and assigns. 10.15 Entire Agreement. This written Agreement and the Exhibits hereto contain all the representations and the entire agreement between the parties with respect to the subject matter hereof. Except as otherwise specified in this Agreement, any prior correspondence, memoranda, agreements, warranties or representations are superseded in total by this Agreement and Exhibits hereto. 10.16 Further Assurances; Covenant to Sign Documents. Each party covenants, on behalf of itself and its successors, heirs and assigns, to take all actions and do all things, and to execute, with acknowledgement or affidavit if required, any and all documents and writings that may be necessary or proper to achieve the purposes and objectives of this Agreement. 10.17 Signature Pages. For convenience, the signatures of the parties to this Agreement may be executed and acknowledged on separate pages which, when attached to this Agreement, shall constitute this as one complete Agreement. 10.18 Time. Time is of the essence of this Agreement and of each and every term and condition hereof. 10.19 Memorandum of Agreement. This Agreement shall not be recorded, but the parties agree to execute and deliver a Memorandum of this Disposition and Development Agreement, in substantially the form set forth in Exhibit F hereto, in recordable form to be recorded upon Close of Escrow. [Signatures on following page] 82483.0001919644366. 13 ATTY /AGR /2015.146 /HAMILTON- WINSLOW DDA REV: 07 -22 -15 VR Page 39 of 102