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<br />11.12 Severability. If any term, provision, or condition of this Agreement is held by a <br />court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement <br />shall continue in full force and effect unless an essential purpose of this Agreement is defeated <br />by such invalidity or unenforceability. <br /> <br />11.13 No Third Party Beneficiaries. Nothing contained in this Agreement is intended to <br />or shall be deemed to confer upon any person, other than the Parties and their respective <br />successors and assigns, any rights or remedies hereunder. <br /> <br />11.14 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 />11.15 Non-Liability of Officials. Employees and Agents. No officer, official, employee <br />or agent of Agency or City shall be personally liable to Owner or its successors in interest in the <br />event of any default or breach by Agency or for any amount which may become due to Owner or <br />its successors in interest pursuant to this Agreement. <br /> <br />11.16 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 PUrpOS<:':d 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 California. <br /> <br />11.17 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 in the Superior Court of <br />Alameda County, California or in the Federal District Court for the Northern District of <br />California. <br /> <br />11.19 General Indemnification. Owner shall indemnify, defend (with counsel approved <br />by Agency) and hold harmless Indemnitees from all Claims (including without limitation, <br />attorneys' fees) arising in connection with any claim, action or proceeding to attack, set aside, <br />void, or annul any approval by the City or the Agency or any of its agencies, departments, <br />commissions, agents, officers, employees or legislative body concerning the Project or this <br />Agreement. The Agency will promptly notify Owner of any such claim, action or proceeding, <br />and will cooperate fully in the defense. The Agency and City may, within the unlimited <br />discretion of each, participate in the defense of any such claim, action or proceeding, and if the <br />Agency or City chooses to do so, Owner shall reimburse Agency and City for reasonable <br />attorneys' fees and expenses incurred. Owner's indemnity obligation under this Section will not <br />extend to Claims resulting solely from Indemnitees' gross negligence or willful misconduct. <br /> <br />818642.2 <br /> <br />23 <br />