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<br />8 <br /> <br />200 Old Bernal <br />P.O. Box 520 <br />Pleasanton, CA 94566 <br />Email: ________ <br /> <br />Email: ________ <br /> <br /> <br />11.4 Further Assurances. The Parties shall execute, acknowledge and deliver to <br />the other such other documents and instruments, and take such other actions, as either <br />shall reasonably request as may be necessary to carry out the intent of this Agreement. <br /> <br />11.5 Parties Not Co-Venturers. Nothing in this Agreement is intended to or shall <br />establish the Parties as partners, co-venturers, or principal and agent with one another. <br /> <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 City is required or <br />permitted under this Agreement, such action shall be in writing, and such action may be <br />given, made or taken by the City Manager or by any person who shall have been <br />designated by the City Manager, without further approval by the City Council. <br /> <br />11.7 Non-Liability of City and City Officials, Employees and Agents. No member, <br />official, employee or agent of City shall be personally liable to Owner or any successor in <br />interest, in the event of any default or breach by 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 <br />Agreement. <br /> <br />11.8 Headings: Construction. The headings of the sections and paragraphs of <br />this Agreement are for convenience only and shall not be used to interpret this <br />Agreement. The language of this Agreement shall be construed as a whole according <br />to its fair meaning and not strictly for or against any Party. <br /> <br />11.9 Time is of the Essence. Time is of the essence in the performance of this <br />Agreement. <br /> <br />11.10 Governing Law. This Agreement shall be construed in accordance with <br />the laws of the State of California without regard to principles of conflicts of law. <br /> <br />11.11 Severability. If any provision of this Agreement is held invalid, illegal, or <br />unenforceable by a court of competent jurisdiction, the validity, legality, and <br />enforceability of the remaining provisions shall not be affected or impaired thereby. <br /> <br />11.12 Entire Agreement: Exhibits. This Agreement contains the entire <br />agreement of Parties with respect to the subject matter hereof, and supersedes all prior <br />oral or written agreements between the Parties with respect thereto. The exhibits <br />attached hereto are incorporated herein by this reference. <br /> <br />11.13 Counterparts. This Agreement may be executed in multiple <br />counterparts, each of which shall be an original and all of which together shall constitute <br />one agreement. <br /> <br />IN WITNESS WHEREOF, the Parties have executed this Agreement effective as <br />Page 205 of 344