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12.11 Counterparts. This Agreement maybe executed in one or more counterparts, each <br />of which shall be an original and all of which taken together shall constitute one instrument. The <br />signature page of any counterpart may be detached therefrom without impairing the legal effect <br />of the signature(s) thereon provided such signature page is attached to any other counterpart <br />identical thereto having additional signature pages executed by the other Parties. Any executed <br />counterpart of this Amendment maybe delivered to the other Parties by facsimile and shall be <br />deemed as binding as if an originally signed counterpart was delivered. <br />12.12 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 />12.13 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 />12.14 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 />12.15 Non-Liability of Officials, Employees and Agents. No officer, official, employee <br />or agent of Agency or City shall be personally liable to Developer or its successors in interest in <br />the event of any default or breach by Agency or City or for any amount which may become due <br />to Developer or its successors in interest pursuant to this Agreement. <br />12.16 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 purposes 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 />12.17 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 />12.18 General Indemnification. Developer shall indemnify, defend (with counsel <br />approved by Agency) and hold harmless Indemnitees from all Claims (including without <br />limitation, attorneys' fees) arising in connection with any claim, action or proceeding to attack, <br />set aside, void, or annul any approval by the City or the Agency or any of its agencies, <br />departments, commissions, agents, officers, employees or legislative body concerning the Project <br />~s~o~o-a 39 <br />