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5056752.1 18 <br />confirmed by a return receipt; iii) Nationally recognized overnight courier, in <br />which case notice is effective on delivery if delivery is confirmed by the delivery <br />service; iv) such other method as mutually agreed by the Parties in writing. <br />11.3.1 All such notices shall be sent to: <br />City: City of San Leandro <br />835 E 14th Street <br />San Leandro, CA 94577 <br />Attn: Community Development Director <br />Owner: WASHINGTON AVENUE, L.P., <br />a California limited partnership <br />1149 South Hill Street, Suite 700 <br />Los Angeles, CA 90015 <br />Attention: Senior Vice President, Development <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 <br />shall reasonably request as may be necessary to carry out the intent of this <br />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 <br />another. <br />11.6 Action by the City. Except as may be otherwise specifically provided herein, <br />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 <br />such action may be given, made or taken by the City Manager or designee, <br />without further approval by the governing board of the City Council. <br />11.7 Non-Liability of City Officials, Employees and Agents. No member, official, <br />employee or agent of the City shall be personally liable to Owner or any successor <br />in interest, in the event of any default or breach by the City, or for any amount of <br />money which may become due to Owner or its successor or for any obligation of <br />City 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 <br />Agreement. The language of this Agreement shall be construed as a whole <br />according 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 the laws <br />of the State of California without regard to principles of conflicts of law.