CITY COUNCIL REGULAR MEETING AGENDA PACKET

11.4 Attorneys' Fees. If any attorney is engaged by any Party to enforce or defend any provision of this Agreement, the prevailing Party or Parties are entitled to costs and reasonable attorneys' fees. 11.5 Parties Not Co-Venturers; No Agency Relationship. Nothing in this Agreement is intended to or shall establish the Parties as partners, co-venturers, or principal and agent with one another. 11.6 Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws. Any action to enforce or interpret this Agreement shall be filed and heard in the Superior Court of Alameda County, California or in the Federal District Court for the Northern District of California. 11.7 Further Assurances. The Parties each agree to take such further actions and to execute such additional instruments as reasonably required to implement the intent of this Agreement. 11.8 Binding on Successors. This Agreement shall bind and inure to the benefit of the Parties and their respective permitted successors and assigns. Any reference in this Agreement to a specifically named Party shall be deemed to apply to any permitted successor and assign of such Party who has acquired an interest in compliance with this Agreement and the applicable requirements of the instruments referenced herein. 11.9 Severability. If any term, provision, or condition of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect unless an essential purpose of this Agreement is defeated by such invalidity or unenforceability. 11.10 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which taken together shall constitute one instrument. SIGNATURES ON FOLLOWING PAGE. Page 272 of 454