CITY COUNCIL REGULAR MEETING AGENDA PACKET 9-1-26

25 Section 7.15 Interpretation. Captions and headings in this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of any provision of this Agreement. The Parties have jointly participated in the negotiation and drafting of this Agreement, and this Agreement shall be construed fairly and equally as to the Parties, without regard to any rules of construction relating to the Party who drafted a particular provision of this Agreement. Section 7.16 Recordation of Development Agreement. Pursuant to California Government Code § 65868.5, no later than ten (10) days after City enters into this Agreement, the City Clerk shall record an executed copy of this Agreement in the Official Records of the County of Alameda. Section 7.17 No Waiver. No delay or omission by the City or Developer in exercising any right or power accruing upon the other Party’s noncompliance or failure to perform under the provisions of this Agreement shall impair or be construed to waive any right or power. A waiver by City or Developer of any of the covenants or conditions to be performed by the other Party shall not be construed as a waiver of any succeeding breach of the same or other covenants and conditions. Section 7.18 Project as a Private Undertaking; No Joint Venture or Partnership. The Project constitutes private development, neither City nor Developer is acting as the agent of the other in any respect hereunder, and City and Developer are independent entities with respect to the terms and conditions of this Agreement. Nothing contained in this Agreement or in any document executed in connection with this Agreement shall be construed as making City and Developer joint venturers or partners. Section 7.19 Time Is of the Essence. Time is of the essence for each provision of this Agreement for which time is an element. Section 7.20 Third-Party Beneficiaries. City and Developer hereby renounce the existence of any third-party beneficiary to this Agreement and agree that nothing contained herein shall be construed as giving any other person or entity third-party beneficiary status. Section 7.21 City Business License. Developer, at its expense, shall obtain and maintain a City of Pleasanton business license at all times during the Term, and shall include a provision in all general contractor agreements for the Project requiring each such general contractor to obtain and maintain a City of Pleasanton business license during performance of the work of construction Section 7.22 Recitals. The recitals to this Agreement are part of the Agreement. IN WITNESS WHEREOF, this Agreement has been entered into by and between Developer and City as of the day and year first above written. Page 182 of 344