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<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 Agency. Except as may be otherwise specifically provided herein, <br />whenever any approval, notice, direction, consent or request by the Agency is required or <br />permitted under this Agreement, such action shall be in writing, and such action may be given, <br />made or taken by the Agency Executive Director or by any person who shall have been <br />designated by the Agency Executive Director, without further approval by the governing board of <br />the Agency unless the Executive Director in his or her discretion determines that such approval is <br />necessary. <br /> <br />11.7 Action by Citv. 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 Manager or by any person who shall have been designated by the City Manager, <br />without further approval by the governing board of the City unless the City Manager in his or her <br />discretion determines that such approval is necessary. <br /> <br />11.8 Non-Liability of Agency. City and City and Agency Officials. Employees and <br />Agents. No member, official, employee or agent of the Agency or the City shall be personally <br />liable to Owner or any successor in interest, in the event of any default or breach by the Agency <br />or the City, or for any amount of money which may become due to Owner or its successor or for <br />any obligation of the Agency or the City under this Agreement. <br /> <br />11.9 Headings; Construction. The headings of the sections and paragraphs of this <br />Agreement are for convenience only and shall not be used to interpret this Agreement. The <br />language of this Agreement shall be construed as a whole according to its fair meaning and not <br />strictly for or against any Party. <br /> <br />11.10 Time is of the Essence. Time is of the essence in the performance of this <br />Agreement. <br /> <br />11.11 Governing Law. This Agreement shall be construed in accordance with the laws <br />of the State of Cali fornia without regard to principles of conflicts of law. <br /> <br />11.12 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 /> <br />11.13 Severability. 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 /> <br />11.14 Entire Agreement; Exhibits. This Agreement, together with the Agency <br />Documents and the City Documents, contains the entire agreement of Parties with respect to the <br /> <br />817718-5 <br /> <br />16 <br />