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under this Agreement, such action shall be in wasting, and such action may be given, made or taken by the City's Authorized Representative or by any person who shall have been designated by the City's Authonzed Representative, without further approval by the City Council 11.7 Non-Liability of City and City Officials, Employees and Agents No member, official, employee or agent of the City shall be personally liable to Owner or any successor in interest, in the event of any default or breach by the City, or for any amount of money which may become due to Owner or its successor or for any obligation of City under this Agreement. 11.8 Headings, Construction; Statutory References. The headings of the sections and paragraphs of this Agreement are for convenience only and shall not be used to interpret this Agreement. The language of this Agreement shall be construed as a whole according to its fair meaning and not stnctly for or against any Party All references in this Agreement 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be deemed to include the same statute, regulation, ordinance or resolution as hereafter amended or renumbered, or if repealed, to such other provisions as may thereafter govern the same subject 11 9 Time is of the Essence Time is of the essence in the performance of this Agreement. 11 10 Governing Law, Venue. This Agreement shall be construed in accordance with the laws of the State of California without regard to principles of conflicts of law. Any action to enforce or interpret this Agreement shall be filed and heard in the Superior Court of Alameda County, California or in the Federal District Court for the Northern Distnct of California 11 11 Attorneys' Fees and Costs. If any legal or administrative action is brought to interpret or enforce the terms of this Agreement,the prevailing party shall be entitled to recover all reasonable attorneys' fees and costs incurred in such action. 11.12 Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired thereby 11.13 Entire Agreement, Exhibits This Agreement, together with the Loan Agreement, the Note, the Deed of Trust, and the Ground Lease contains the entire agreement of Parties with respect to the subject matter hereof, and supersedes all prior oral or written agreements between the Parties with respect thereto Exhibits A through C, attached hereto are incorporated herein by this reference. 11.14 Counterparts This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement SIGNATURES ON FOLLOWING PA GE(S). 22 OAK #4832-3506-8205 v4