Reso PC22-09 0083 PC Reso Recommending General Plan Amendment Approval Harbor View Project

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Exhibit E-4 ATTY/AGR/2022.389/HARBOR VIEW PROJECT DEVELOPMENT AGREEMENT REV: 10-28-2022 VR _______________________ Attn: __________________ 15. Captions; Interpretation. The section headings used herein are solely for convenience and shall not be used to interpret this Assignment. The Parties acknowledge that this Assignment is the product of negotiation and compromise on the part of both Parties, and the Parties agree, that since both have participated in the negotiation and drafting of this Assignment, this Assignment shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it. 16. Severability. If any term, provision, condition or covenant of this Assignment or its application to any party or circumstances shall be held by a court of competent jurisdiction, to any extent, invalid or unenforceable, the remainder of this Assignment, or the application of the term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected, and shall be valid and enforceable to the fullest extent permitted by law unless the rights and obligations of the Parties have been materially altered or abridged thereby. 17. Applicable Law. This Assignment shall be governed by, and construed in accordance with, the laws of the State of California, applicable to contracts executed in and to be performed entirely within that state, and without regard to the conflicts of laws, or choice of law provisions thereof. 18. Estoppel Certificates. Within ten (10) days after receipt of a written request from time to time, either Party shall execute and deliver to the other, or to an auditor or prospective lender or purchaser, a written statement certifying to that Party’s actual knowledge: (a) that the DA is unmodified and in full force and effect (or, if there have been modifications, that the DA is in full force and effect, and stating the date and nature of such modifications); (b) that there are no current defaults under the DA by City and the requesting part y (or, if defaults are asserted, so describing with reasonable specificity), and that there are no conditions which, with the Assignment is unmodified and in full force and effect (or, if there have been modifications, that this Assignment is in full force and effect, and stating the date and nature of such modifications); and (d) such other matters as may be reasonably requested. 19. No Waiver. No delay or omission by either Party in exercising any right, remedy, election or option accruing upon the noncompliance or failure of performance by the other Party under the provisions of this Assignment shall constitute an impairment or waiver of any such right, remedy, election or option. No alleged waiver shall be valid or effective unless it is set forth in a writing executed by the party against whom the waiver is claimed. A waiver by either Party of any of the covenants, conditions or obligations to be performed by the other Party shall not be construed as a waiver of any subsequent breach of the same or any ot her covenants, conditions or obligations. 20. No Joint Venture. Nothing contained herein shall be construed as creating a joint venture, agency, or any other relationship between the Parties hereto other than that of assignor and assignee.