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herein, whenever any approval, notice, direction, consent or request by the City is <br />required or permitted under this Agreement, such action shall be in writing, and such <br />action may be given, made or taken by the City Executive Director or by any person <br />who shall have been designated by the City Executive Director, without further approval <br />by the governing board of the City. <br />11.7 Non - Liability of City Officials, Employees and Agents No member, <br />official, employee or agent of the City or the City shall be personally liable to Owner or <br />any successor in interest, in the event of any default or breach by the City, or for any <br />amount of money which may become due to Owner or its successor or for any <br />obligation of City under this Agreement. <br />11.8 Headings; Construction The headings of the sections and paragraphs of <br />this Agreement are for convenience only and shall not be used to interpret this <br />Agreement. The language of this Agreement shall be construed as a whole according <br />to its fair meaning and not 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 <br />the laws 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 <br />brought to interpret or enforce the terms of this Agreement, the prevailing party shall be <br />entitled to recover all 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 <br />enforceability of the remaining provisions shall not be affected or impaired thereby. <br />11.13 Entire Agreement; Exhibits This Agreement, together with the Loan <br />Agreement, the Note, the Deed of Trust and the other City Documents contains the <br />entire agreement of Parties with respect to the subject matter hereof, and supersedes <br />all prior oral or written agreements between the Parties with respect thereto. Exhibits A <br />and B, attached hereto are incorporated herein by this reference. <br />11.14 Counterparts This Agreement may be executed in multiple counterparts, <br />each of which shall be an original and all of which together shall constitute one <br />agreement. <br />SIGNATURES ON FOLLOWING PAGE. <br />1753724.3 19 <br />