Laserfiche WebLink
<br />11.16 Time of the Essence; Calculation of Time Periods. Time is of the essence for each <br />condition, term, obligation and provision of this Agreement. Unless otherwise specified, in <br />computing any period of time described in this Agreement, the day of the act or event after <br />which the designated period of time begins to run is not to be included and the last day of the <br />period so computed is to be included, unless such last day is not a business day, in which event <br />the period shall run until the next business day. The fmal day of any such period shall be <br />deemed to end at 5:00 p.m., local time at the Property. For purposes of this Agreement, a <br />"business day" means a day that is not a Saturday, Sunday, a federal holiday or a state holiday <br />under the laws of California. <br /> <br />11.17 Governing Law. This Agreement shall be governed by and construed in accordance <br />with the laws of the State of California without regard to principles of conflicts oflaws. <br /> <br />11.18 Inspection of Books and Records. Upon request, Developer shall permit the Agency to <br />inspect at reasonable times and on a confidential basis those books, records and all other <br />documents of Developer necessary to determine Developer's compliance with the terms of this <br />Agreement. <br /> <br />11.19 General Indemnification. Developer shall indemnify, defend (with counsel approved by <br />Agency) and hold harmless Indemnitees from all Claims (including without limitation, <br />attorneys' fees) arising in connection with any claim, action or proceeding to attack, set aside, <br />void, or annul any approval by the City or the Agency or any of its agencies, departments, <br />commissions, agents, officers, employees or legislative body concerning the Project or this <br />Agreement except to the extent caused by City's or Agency's gross negligence or willful <br />misconduct. The Agency will promptly notify Developer of any such claim, action or <br />proceeding, and will cooperate fully in the defense. The Agency and City may, within the <br />unlimited discretion of each, participate in the defense of any such claim, action or proceeding, <br />and if the Agency or City chooses to do so, Developer shall reimburse Agency and City for <br />reasonable attorneys' fees and expenses incurred. <br /> <br />SIGNATURES ON FOLLOWING PAGE. <br /> <br />803698-6 <br /> <br />37 <br />