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• <br /> Hayward. CA 94541 <br /> Attention: Executive Director <br /> With Copy to: Hudson SLP LLC <br /> • <br /> 630 Fifth Avenue, 28th Floor <br /> New York, New York 10111 <br /> Attention: Joseph A. Macari <br /> 11.4 Further Assurances. The Parties shall execute, acknowledge and deliver to the <br /> other such other documents and instruments, and take such other actions, as either shall <br /> reasonably request as may be necessary to carry out the intent of this Agreement. <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 /> 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. <br /> 11.7 Non - Liability of Agency and Agency Officials, Employees and Agents. No <br /> member, official, employee or agent of the Agency or City shall be personally liable to Owner or <br /> any successor in interest, in the event of any default or breach by the Agency, or for any amount <br /> of money which may become due to Owner or its successor or for any obligation of Agency <br /> under this Agreement. <br /> 11.8 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 /> 11.9 Time is of the Essence. Time is of the essence in the performance of this <br /> Agreement. <br /> 11.10 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 /> 11.11 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 /> 11.12 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 /> 1538954.5 15 <br />