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with a copy to: Grant, Genovese & Baratta, LLP <br /> 2030 Main St., Ste. 1600 <br /> Irvine, CA 92614 <br /> Attn: Michael J. Genovese, Esq. <br /> Telephone: (949) 660-1600 <br /> Facsimile: (949) 660-6451 <br /> and to: Berliner Cohen, LLP <br /> Ten Almaden Blvd., Ste. 1100 <br /> San Jose, CA 95113 <br /> Attn: Andrew L. Faber, Esq. <br /> Telephone: (408) 286-5800 <br /> Facsimile: (408) 998-5388 <br /> Either party may change its mailing address at any time by giving written notice <br /> of such change to the other party in the manner provided herein at least ten (10) days prior to the <br /> date such change is effected. All notices under this Agreement shall be deemed given, received, <br /> made or communicated on the date personal delivery is effected or, if mailed or given by <br /> overnight delivery service, on the delivery date or attempted delivery date shown on the return <br /> receipt. <br /> 9.2 Form and Effect of Notice. Every notice (other than the giving or withholding of <br /> consent, approval or satisfaction under this Agreement, but including requests therefor) given to <br /> a party shall comply with the following requirements. Each such notice shall state: (i) the Article <br /> or Section of this Agreement pursuant to which the notice is given; (ii) the period of time within <br /> which the recipient of the notice must respond or if no response is required, a statement to that <br /> effect; and (iii) if applicable, that the failure to respond to the notice within the stated time period <br /> shall be deemed to be the equivalent of the recipient's approval of or consent to the subject <br /> matter of the notice. Each request far consent or approval shall contain reasonably sufficient data <br /> or documentation to enable the recipient to make an informed decision. In no event shall notice <br /> be deemed given nor shall a party's approval of, consent to or satisfaction with the subject matter <br /> of a notice be deemed given by such party's failure to object or respond thereto if such notice did <br /> not fully comply with the requirements of this Section 9.2. No waiver of this Section 9.2 shall be <br /> inferred or implied from any act (including conditional approvals, if any) of a party, unless such <br /> waiver is in writing, specifying the nature and extent of the waiver. <br /> ARTICLE 10. MISCELLANEOUS. <br /> 10.1 Negation of Partnershi�. The parties specifically acknowledge that the Project is <br /> a private development, that neither party is acting as the agent of the other in any respect <br /> hereunder, and that each party is an independent contracting entity with respect to the terms, <br /> covenants and conditions contained in this Agreement. None of the terms or provisions of this <br /> Agreement shall be deemed to create a partnership between or among the parties in the <br /> businesses of Developer, the affairs of City, or otherwise, nor shall it cause them to be <br /> considered joint venturers or members of any joint enterprise. This Agreement is not intended <br /> nor shall it be construed to create any third party beneficiary rights in any person who is not a <br /> party, unless expressly otherwise provided. <br /> ATTY/AGR/2015.146/HAMILTON-WINSLOW DDA <br /> REV:08-18-15 VR <br /> Page 35 of 40 <br /> 82483.000 t9\964436616 <br />