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1901 Harrison Street, 9`h floor <br />Oakland, CA 94612 <br />Attention: Susan E. Bloch, Esq. <br />Owner: <br />c/o Sunflower Irby LLC <br />c/o Satellite Affordable Housing Associates <br />1835 Alcatraz Avenue <br />Berkeley, CA 94703 <br />Attention: Executive Director <br />With a copy to: <br />And with a copy to: <br />11.4 Further Assurances. The Parties shall execute, acknowledge and deliver to the <br />other such other documents and instruments, and take such other actions, as either shall <br />reasonably request as may be necessary to carry out the intent of this Agreement. <br />11.5 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 Owner and City shall not be <br />construed as a joint venture, equity venture, partnership or any other relationship. City neither <br />undertakes nor assumes any responsibility or duty to Owner (except as expressly provided in this <br />Agreement) or to any third party with respect to the Project. Owner and its employees are not <br />employees of City but rather are, and shall always be considered independent contractors. <br />Furthermore, Owner and its employees shall at no time pretend to be or hold themselves out as <br />employees or agents of City. Except as City may specify in writing, Owner shall not have any <br />authority to act as an agent of City or to bind City to any obligation. <br />1 1.6 Action by the City. Except as may be otherwise specifically provided herein, <br />whenever any approval, notice, direction, consent or request by the City is required or permitted <br />under this Agreement, such action shall be in writing, and such action may be given, made or <br />taken by the City's Authorized Representative or by any person who shall have been designated <br />by the City's Authorized Representative, without further approval by the City Council. <br />11.7 Non -Liability of City and City Officials, Employees and Agents. No member, <br />official, employee or agent of the City shall be personally liable to Owner or any successor in <br />interest, in the event of any default or breach by the City, or for any amount of money which may <br />become due to Owner or its successor or for any obligation of City under this Agreement. <br />11.8 Headings; Construction; Statutory References. The headings of the sections and <br />paragraphs of this Agreement are for convenience only and shall not be used to interpret this <br />21 <br />OAK #4834-1210-2746 v4 <br />