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the Agency. <br />1 l.7 Non-Liability ofA enc a~ nd Agency Officials, Employees and Agents. No <br />rnernber, official, employee or agent of the Agency or the City of San Leandro shall be personally <br />liable to Developer or any successor in interest, in the event of any default or breach by the <br />Agency, or for any amount of money which may become due to Developer or its successor or for <br />any obligation of Agency under this Agreement. <br />l ] .8 Headings; Constriction. 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 />l ] .9 Time is of the Essence. Time is of the essence in the performance of this <br />Agreement. <br />] .10 Governing law. This Agreement shall be construed in accordance with the laws <br />of the State of California without regard to principles of conflicts of law. <br />] l .l ] 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 />1 ] .l2 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 />l ] .l 3 Entire Agreement; Exhibits. This Agreement, together with the other Agency <br />Documents contains the entire agreement of Parties with respect to the subject matter hereof, and <br />supersedes all prior oral or written agreements between the Parties with respect thereto. The <br />exhibits attached hereto are incorporated herein by this reference. <br />] ] .l4 Counterparts. This Agreement may be executed in multiple counterparts, each of <br />which shall be an original and all of which together shall constitute one agreement. <br />SIGNATURES ON FOLLOWING PAGE. <br />806740-6 1 4 <br />