Agmt19 YMCA of Sillicon Valley Master Project Agmt.

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8.3 Applicable Law. The laws of the State of California shall govern the interpretation and enforcement of this Agreement. 8.4 Interpretation of Agreement. This Agreement has been negotiated at arm's length and between persons sophisticated and knowledgeable in the matters dealt with herein. In addition, each Party has been represented by experienced and knowledgeable legal counsel. Accordingly, any rule of law (including California Civil Code Section 1654) or legal decision that would require interpretation of any ambiguities in this Agreement against the Party that has drafted it is not applicable and is waived. The provisions of this Agreement shall be interpreted in a reasonable manner to accomplish the purposes of the Parties and this Agreement. 8.5 Rights and Remedies are Cumulative. Except as otherwise expressly stated in this Agreement, the rights and remedies of the Parties are cumulative, and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same time or different times, of any other rights or remedies for the same default or any other default by the other Party. 8.6 Termination by the YMCA -SV Prior to Conve ance of Leasehold. In the event that prior to conveyance of the leasehold interest to the YMCA Site from the City to the YMCA -SV: (a) All conditions precedent to conveyance are satisfied or waived by the Party benefiting from such condition and the City, despite City's good faith efforts, is unable to tender conveyance of the leasehold interest in the YMCA Site or possession thereof in the manner and condition and by the date provided in this Agreement, and any such failure is not cured within thirty (30) days after written demand by the YMCA -SV or, if such failure cannot be reasonably cured within such thirty (30) day period, the City is not diligently acting to cure such tenure in a timely manner; or (b) The YMCA -SV is unable to provide evidence of financing, as set forth in Section 5 ("Ground Lease of YMCA Site") of this Agreement, necessary for development of the YMCA Site and its allocable share of Common Area Improvement Costs, and the City and YMCA -SV are unable to mutually agree upon an alternative approach, which may include, but is not limited to, modifications or amendments to this Agreement which may alter the size and/or scope of the Phase 2 Improvements or the Schedule of Performance; or (c) The Ground Lease has not been executed by the Outside Conveyance Date; or (d) The then -existing City zoning, building and/or land use regulations (whether contained in ordinances, policies, the City's municipal code or elsewhere) do not allow for the development of the Phase 2 Improvements substantially in accordance with the Conceptual Site Plan; or ATTY/AGR/2019.316/YMCA MASTER PROJECT AGREEMENT Page 11 of 108