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modification or default exists. The City Manager shall have the right to execute any certificate <br />requested by Developer hereunder. City acknowledges that a certificate hereunder may be relied <br />upon by transferees and Mortgagees. <br />Section 13.12 No Third Party Beneficiaries. City and Developer hereby renounce the <br />existence of any third party beneficiary to this Agreement and agree that nothing contained herein <br />shall be construed as giving any other person or entity third party beneficiary status. <br />Section 13.13 Further Actions and hlstruments. Each Party to this Agreement shall <br />cooperate with and provide reasonable assistance to the other Party and take all actions necessary <br />to ensure that the Parties receive the benefits of this Agreement, subject to satisfaction of the <br />conditions of this Agreement. Upon the request of any Party, the other Party shall promptly <br />execute, with acknowledgment or afficlavit if reasonably required, and rile or record such required <br />instruments and writings and take any actions as may be reasonably necessary under the terms of <br />this Agreement to carry out the intent and to fulfill the provisions of this Agreement. <br />Section 13.14 Limitation on Liability. In no event shall any partner, officer, director, <br />member, shareholder, employee, manager, representative, or agent of Developer or any manager <br />or member of Developer be personally liable for any breach of this Agreement by Developer, or <br />for any amount which may become due to City under the terms of this Agreement; or any elected <br />or appointed official, member, officer, agent, or employee of City be personally liable for any <br />breach of this Agreement by City or for any amount which may become due to Developer under <br />the terms of this Agreement. <br />[REMAINDER OF PAGE INTENTIONALLYLEFT BLANK] <br />ATTY/AGR/2025.085 — 901 EL CAMINO REAL DA <br />REV: 08-01-25 VR <br />Page 46 of 48 <br />