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45 <br /> <br /> <br />11.9. Calendar Days. Unless otherwise expressly provided for herein, all references to <br />any number or amount of days shall be a reference to calendar days. <br />11.10. Estoppel Certificates. Either Party may, at any time during the Term of this <br />Development Agreement, and from time to time, deliver written notice to the other Party <br />requesting such Party to certify in writing that, to the knowledge of the certifying Party, (i) this <br />Development Agreement is in full force and effect and a binding obligation of the Parties, <br />(ii) this Development Agreement has not been amended or modified either orally or in writing, or <br />if amended; identifying the amendments, (iii) the requesting Party is not in default in the <br />performance of its obligations under this Development Agreement, or if in default, to describe <br />therein the nature and amount of any such defaults, and (iv) any other information reasonably <br />requested. The Party receiving a request hereunder shall execute and return such certificate or <br />give a written, detailed response explaining why it will not do so within twenty (20) days <br />following the receipt thereof. The failure of either Party to provide the requested certificate <br />within such twenty (20) day period shall constitute a confirmation that this Agreement is in full <br />force and effect and no modification or default exists. Either the City Manager or the <br />Community Development Director shall have the right to execute any certificate requested by <br />Developer hereunder. City acknowledges that a certificate hereunder may be relied upon by <br />transferees and Mortgagees. <br />11.11. Recordation. Pursuant to California Government Code Section 65868.5, within <br />ten (10) days after the later of execution by the Parties of this Development Agreement or the <br />Effective Date, the City Clerk shall submit this Development Agreement for recording by the <br />Alameda County Recorder. Thereafter, if this Development Agreement is terminated, modified <br />or amended, the City Clerk shall record notice of such action with the Alameda County <br />Recorder. <br />11.12. No Waiver. No delay or omission by either Party in exercising any right or power <br />accruing upon noncompliance or failure to perform by the other Party under any of the <br />provisions of this Development Agreement shall impair any such right or power or be construed <br />to be a waiver thereof. A waiver by either Party of any of the covenants or conditions to be <br />performed by the other Party shall be in writing and signed by a duly authorized representative of <br />the Party against whom enforcement of a waiver is sought, and any such waiver shall not be <br />construed as a waiver of any succeeding breach or non-performance of the same or other <br />covenants and conditions hereof. <br />11.13. Time Is of the Essence. Time is of the essence for each provision of this <br />Development Agreement for which time is an element. <br />11.14. Applicable Law. This Development Agreement shall be construed and enforced in <br />accordance with the laws of the State of California. <br />11.15. Attorneys’ Fees. Should any legal action be brought by either Party because of a <br />breach of this Development Agreement or to enforce any provision of this Development <br />Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, experts’ fees, <br />court costs and such other costs as may be found by the court from the other Party.