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prepared it All references in the City Documents to particular statutes, regulations, ordinances or resolutions of the United States, the State of California, or the City of Pleasanton shall be deemed to include the same statute, regulation, ordinance or resolution as hereafter amended or renumbered, or if repealed, to such other provisions as may thereafter govern the same subject 12 9 Action or Approval. Whenever action and/or approval by City is required under this Agreement, the City's Authonzed Representative or his or her designee may act on and/or approve such matter unless specifically provided otherwise, or unless the City's Authonzed Representative determines in his or her discretion that such action or approval requires referral to City Council for consideration 12 10 Entire Agreement This Agreement, including Exhibits A through F attached hereto and incorporated herein by this reference, together with the other City Documents contains the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all pnor wntten or oral agreements, understandings, representations or statements between the Parties with respect to the subject matter hereof If the Exhibits to this Agreement are inconsistent with this Agreement, the more restnctive requirements shall control, as determined by the City's Authorized Representative In the event of a conflict between this Agreement and the other City Documents, the more restnctive requirements shall control, as determined by the City's Authorized Representative 12 11 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an ongmal and all of which taken together shall constitute one instrument The signature page of any counterpart may be detached therefrom without impainng the legal effect of the signature(s) thereon provided such signature page is attached to any other counterpart identical thereto having additional signature pages executed by the other Party Any executed counterpart of this Agreement may be delivered to the other Party by facsimile and shall be deemed as binding as if an originally signed counterpart was delivered. 12.12 Severability If any term, provision, or condition of this Agreement is held by a court of competent junsdiction to be invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect unless an essential purpose of this Agreement is defeated by such invalidity or unenforceability. 12 13 No Third Party Beneficianes Except as expressly set forth herein, nothing contained in this Agreement is intended to or shall be deemed to confer upon any person, other than the Parties and their respective successors and assigns, any nghts or remedies hereunder. 12 14 Parties Not Co-Venturers, Independent Contractor, No Agency Relationship Nothing in this Agreement is intended to or shall establish the Parties as partners, co-venturers, or principal and agent with one another. The relationship of Developer and City is and shall remain solely that of a debtor and a creditor, and shall not be construed as anoint venture, equity venture, partnership or any other relationship. City neither undertakes nor assumes any responsibility or duty to Developer(except as expressly provided in this Agreement) or to any third party with respect to the Project or the Loan Developer and its employees are not employees of City but rather are, and shall always be considered independent contractors Furthermore, Developer and its employees shall at no time hold themselves out as employees or OAK#4822-6539-6013 v5 39