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12.13 No Third Party Beneficiaries. Except as expressly set forth herein,nothing <br /> contained in this Agreement is intended to or shall be deemed to confer upon any person, other <br /> than the Parties and their respective successors and assigns, any rights or remedies hereunder. <br /> 12.14 Parties Not Co-Venturers; Independent Contractor;No Agency Relationship. <br /> Nothing in this Agreement is intended to or shall establish the Parties as partners, co-venturers, <br /> or principal and agent with one another. The relationship of Developer and City is and shall <br /> remain solely that of a debtor and a creditor, and shall not be construed as a joint venture, equity <br /> venture, partnership or any other relationship. City neither undertakes nor assumes any <br /> responsibility or duty to Developer(except as expressly provided in this Agreement) or to any <br /> third party with respect to the Project or the Loan. Developer and its employees are not <br /> employees of City but rather are, and shall always be considered independent contractors. <br /> Furthermore, Developer and its employees shall at no time hold themselves out as employees or <br /> agents of City. Except as City may specify in writing, Developer shall not have any authority to <br /> act as an agent of City or to bind City to any obligation. <br /> 12.15 Time of the Essence; Calculation of Time Periods. Time is of the essence for <br /> each 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 final 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 the State of California. <br /> 12.16 Governing Law; Venue. This Agreement shall be governed by and construed in <br /> accordance with the laws of the State of California without regard to principles of conflicts of <br /> laws. Any action to enforce or interpret this Agreement shall be filed and heard in the Superior <br /> Court of Alameda County, California or in the Federal District Court for the Northern District of <br /> California. <br /> 12.17 Inspection of Books and Records. Upon request, Developer shall permit the City <br /> to 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 /> 12.18 Political Activity. None of the funds, materials, property or services contributed <br /> by City to Developer under this Agreement shall be used for any partisan political activity or the <br /> election or defeat of any candidate for public office. <br /> 12.19 Non-Liability of City Officials, Employees and Agents. No member, official, <br /> employee or agent of the City shall be personally liable to the Developer in the event of any <br /> default or breach by the City or for any amount which may become due to the Developer or its <br /> successor or on any obligation under the terms of this Agreement. <br /> 12.20 Conflict of Interest. <br /> OAK#4822-6539-6013 v6 41 <br />