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11.12 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 /> 11.13 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 /> 11.14 Non- Liability of Officials, Employees and Agents. No officer, official, employee <br /> or agent of City shall be personally liable to Borrower or its successors in interest in the event of <br /> any default or breach by City or for any amount which may become due to Borrower or its <br /> successors in interest pursuant to this Agreement. <br /> 11.15 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 /> 11.16 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 /> 11.17 Inspection of Books and Records. Upon request, Borrower shall permit the City <br /> to inspect at reasonable times and on a confidential basis those books, records and all other <br /> documents of Borrower necessary to determine Borrower's compliance with the terms of this <br /> Agreement. <br /> 11.18 Counterparts. This Agreement may be 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 Party. Any executed <br /> counterpart of this Agreement may be delivered to the other Party by facsimile and shall be <br /> deemed as binding as if an originally signed counterpart was delivered. <br /> SIGNATURES ON FOLLO GVING PAGE. <br /> 1755895.3 31 <br />