ST. JOSEPH AND TALLER SAN JOSE (NEGOTIATION AGMT) - 2014

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contractors or agents of the CITY shall be personally liable to DEVELOPER, any voluntary or involuntary successors or assignees, or any lender or other party holding an interest in the Project or the Property, in the event of any default or breach by the CITY, or for any amount which may become clue to DEVELOPER or to its successors or assignees, or on any obligations arising under this Agreement. (d) The provisions of this Section 14.8 shall survive the termination or expiration of this Agreement. 149 Attorneys' Fees. In the event that either Party brings any legal action to interpret or enforce any provision of this Agreement, the prevailing Party in that action shall be entitled to receive, in addition to all other relief available to it, its costs of litigation and reasonable attorney's fees, including costs and fees incurred on appeal and in enforcing any judgment which may be rendered on the underlying action. The provisions of this Section 14.9 shall survive the termination or expiration of this Agreement. 14.10 Waivers. No waiver of any breach of any term or condition contained in this Agreement shall be deemed a waiver of any preceding or succeeding breach of such term or condition, or of any other term or condition contained in this Agreement. No extension of the time for performance of any obligation or act, no waiver of any term or condition of this Agreement, nor any modification of this Agreement shall be enforceable against the CITY or DEVELOPER, unless made in writing and executed by the CITY and DEVELOPER. 14.11 Construction. Readings at the beginning of each section and sub - section of this Agreement are solely for the convenience of reference of the CITY and DEVELOPER and are not a part of this Agreement. Whenever required by the context of this Agreement, the singular shall include the plural and the masculine shall include the feminine and vice versa. This Agreement shall not be construed as if it had been prepared by one or the other of the CITY or DEVELOPER, but rather as if the CITY and DEVELOPER prepared this Agreement. Unless otherwise indicated, all references to sections are to this Agreement. All exhibits referred to in this Agreement are attached to this Agreement and incorporated into this Agreement by this reference. If the date on which the CITY or DEVELOPER is required to take any action pursuant to the teens of this Agreement is not a business day of the CITY, as appropriate, the action shall be taken on the next business day of the CITY. 14.12 Counterpart Originals. This Agreement may be executed in counterparts which, when taken together, shall constitute but one and the same instrument. Further, facsimile or email transmission of a true scanned copy of any signed original counterpart transmission shall be deemed the same as the delivery of an original. 14.13 No Partnership or Agenev. Nothing in this Agreement is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between or among any of the Parties, nor constitute any Party the agent of another Party for any purpose. No Party shall have authority to act as agent for, or to bind, the other Party in any way. -14- 48677228A