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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 />11.6 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-Liabilityof 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 <br />may 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 />Agreement. Except as otherwise expressly stated herein, any reference to a particular section of <br />this Agreement shall mean a reference to all subsections of such section. The language of this <br />Agreement shall be construed as a whole according to its fair meaning and not strictly for or <br />against any Party. All references in this Agreement to particular statutes, regulations, ordinances <br />or resolutions of the United States, the State of California, or the City of Pleasanton shall be <br />deemed to include the same statute, regulation, ordinance or resolution as hereafter amended or <br />renumbered, or if repealed, to such other provisions as may thereafter govern the same subject. <br />11.9 Time is of the Essence. Time is of the essence in the performance of this <br />Agreement. <br />11.10 Governing Law; Venue. This Agreement shall be construed in accordance with <br />the laws of the State of California without regard to principles of conflicts of law. Any action to <br />enforce or interpret this Agreement shall be filed and heard in the Superior Court of Alameda <br />County, California or in the Federal District Court for the Northern District of California. <br />11.11 Attorneys' Fees and Costs. If any legal or administrative action is brought to <br />interpret or enforce the terms of this Agreement, the prevailing party shall be entitled to recover all <br />reasonable attorneys' fees and costs incurred in such action. <br />11.12 Severabil�. If any provision of this Agreement is held invalid, illegal, or <br />unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of <br />the remaining provisions shall not be affected or impaired thereby. <br />4879-3324-5885v3 32 <br />