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<br />riots, floods, earthquakes, epidemic, quarantine, freight embargoes, failure of contractors to <br />perform, or other circumstances beyond the reasonable control of the Parties and which cause <br />substantially interferes with the ability of either Party to perform its obligations under this <br />Agreement, then the time for performance of any such obligation shall be extended for such <br />period of time as the cause of such delay shall exist but in any event not longer than for such <br />period of time. <br /> <br />Section 5.02. California Law. This Agreement shall be governed by, and construed in <br />accordance with, the laws of the State of California. <br /> <br />Section 5.03. Nature of Commitment. Nothing in this Agreement is or should be <br />construed to be a covenant, promise, or commitment by City (including, without limitation, any <br />agency, board, or commission of the City) to grant any Entitlement or to act to final decision on <br />any Application, nor shall it prevent City (including, without limitation, any agency, board, or <br />commission of the City) from acting on any Application in any manner other than that deemed <br />proper by City. <br /> <br />Section 5.04. Termination of Agreement. Saltworks or its successors shall have the <br />right, upon ten (10) days prior written notice to City, to terminate this Agreement if Saltworks <br />determines in its sole discretion to withdraw its application and provides written notice to City of <br />that decision. <br /> <br />Section 5.05. No Agency, Joint Venture or Partnership. It is understood that Saltworks is <br />not an agent of City. City and Saltworks hereby renounce the existence of any form of joint <br />venture or partnership between them, and agree that nothing contained herein or in any document <br />executed in connection therewith shall be construed as making City and Saltworks joint venturers <br />or partners. <br /> <br />Section 5.06. Notices. Any notice or communication required hereunder between the <br />Parties must be in writing, and may be given either personally, by telefacsimile (with original <br />forwarded by regular United States mail) by registered or certified mail (return receipt requested), <br />or by Federal Express or other similar courier promising overnight delivery. If personally <br />delivered, a notice shall be deemed to have been given when delivered to the Party to whom it is <br />addressed. If given by facsimile transmission, a notice or communication shall be deemed to <br />have been given and received upon actual physical receipt of the entire document by the <br />receiving Party's facsimile machine. Notices transmitted by facsimile after 5:00 p.m. on a <br />normal business day or on a Saturday, Sunday or holiday shall be deemed to have been given and <br />received on the next normal business day. If given by registered or certified mail, such notice or <br />communication is deemed to have been given and received on the first to occur of (i) actual <br />receipt by any of the addressees designated below as the Party to whom notices are to be sent; or <br />(ii) five (5) days after a registered or certified letter containing such notice, properly addressed, <br />with postage prepaid, is deposited in the United States mail. If given by Federal Express or <br />similar courier, a notice or communication shall be deemed to have been given and received on <br />the date delivered as shown on a receipt issued by the courier. Any Party hereto may at any time, <br />by giving ten (10) days written notice to the other Party hereto, designate any other address in <br /> <br />6 <br />