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DEVELOPER: Redwood Oaks Associates IT LP <br />800 S. Claremont #210 <br />San Mateo, CA 94401 <br />Attention: Kate Comfort, Executive Director, HIP Housing <br />with a copy to: CREA Redwood Oaks, LP <br />30 South Meridian Street, Suite 400 <br />Indianapolis, IN 46204 <br />Attention: Asset Management <br />and with a copy to: Nixon Peabody LLP <br />799 90 Street NW, Suite 500 <br />Washington, DC 20001-5327 <br />Attention: Matthew W. Mullen <br />12.4 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 shall <br />reasonably request as may be necessary to carry out the intent of this Agreement. <br />12.5 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 />12.6 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 />12.7 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 may <br />become due to Owner or its successor or for any obligation of City under this Agreement. <br />12.8 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 />27 <br />OAA $4820-8711-2085 v4 <br />ATTY/AGR.2019.148/Redwood Oaks Associates 11 LP - Regulatory Agreement <br />