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11A 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 shall <br />reasonably request as may be necessary to carry out the intent of this Agreement. <br />11.5 Parties Not Co -Venturers; Independent Contractor, No Agency Relationship. <br />Nothing in this Agreement is intended to or shall establish the Parties as partners, co -venturers, <br />or principal and agent with one another. The relationship of Owner and City shall not be <br />construed as a joint venture, equity venture, partnership or any other relationship. City neither <br />undertakes nor assumes any responsibility or duty to Owner (except as expressly provided in this <br />Agreement) or to any third party with respect to the Project. Owner and its employees are not <br />employees of City but rather are, and shall always be considered independent contractors. <br />Furthermore, Owner and its employees shall at no time pretend to be or hold themselves: out as <br />employees or agents of City. Except as City may specify in writing, Owner shall not have any <br />authority to act as an agent of City or to bind City to any obligation. <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 required or permitted <br />under this Agreement, such action shall be in writing, and such action may be given, made or <br />taken by the City's Authorized Representative or by any person who shall have been designated <br />by the City's Authorized Representative, without further approval by the City Council. <br />11.7 Non -Liability of City and City Officials, Employees and Agents. No member, <br />official, employee or agent of the City shall be personally liable to Owner or any successor in <br />interest, in the event of any default or breach by the City, or for any amount of money which <br />may become due to Owner or its successor or for any obligation of City under this Agreement. <br />11.8 Headings; Construction; Statutory References,. The headings of the sections and <br />paragraphs of 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 to its fair <br />meaning and not strictly for or against any Party. All references in this Agreement to particular <br />statutes, regulations, ordinances or resolutions of the United States, the State of California, or the <br />City of Redwood City shall be deemed to include the same statute, regulation, ordinance or <br />resolution as hereafter amended or renumbered, or if repealed, to such other provisions as may <br />thereafter govern the same subject. <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; Venue. This Agreement shall be construed in accordance with <br />the laws of the State of California without regard to principles of conflicts of law. Any action to <br />enforce or interpret this Agreement shall be filed and heard in the Superior Court of San Mateo <br />County, California or in the Federal District Court for the Northern District of California. <br />11.11 Attorneys'_ Fees and Costs. If any legal or administrative action is brought to <br />interpret or enforce the terms of this Agreement, the prevailing party shall be entitled to recover all <br />reasonable attorneys' fees and costs incurred in such action. <br />ATY/AGR/201.7.218/RWC — BRADFORD — DDA <br />RFV: 09-1.8-1.7 VR <br />Page 82 of 94 <br />