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establishing its rights hereunder, including, without limitation, court costs and reasonable <br />attorneys' fees and disbursements. <br />12.5 Waivers; Modification. No waiver of any breach of any covenant or provision of <br />this Agreement shall be deemed a waiver of any other covenant or provision hereof, and no <br />waiver shall be valid unless in writing and executed by the waiving party. An extension of time <br />for performance of any obligation or act shall not be deemed an extension of the time for <br />performance of any other obligation or act, and no extension shall be valid unless in writing and <br />executed by the waiving party. This Agreement maybe amended or modified only by a written <br />instrument executed by the Parties. <br />12.6 Binding on Successors. Subject to the restrictions on Transfers set forth in <br />Article VII, this Agreement shall bind and inure to the benefit of the Parties and their respective <br />permitted successors and assigns. Any reference in this Agreement to a specifically named party <br />shall be deemed to apply to any permitted successor and assign of such party who has acquired <br />an interest in compliance with this Agreement or under law. <br />12.7 Survival. All representations made by Developer hereunder and Developer's <br />obligations pursuant to Sections 3.14 3.17 9.2 11.1, 12.1, and 12.19, and the City's and <br />Agency's obligations pursuant to Section 12.1, shall survive the expiration or termination of this <br />Agreement and the issuance and recordation of a Certificate of Completion. <br />12.8 Construction. The section headings and captions used herein are solely for <br />convenience and shall not be used to interpret this Agreement. The Parties acknowledge that this <br />Agreement is the product of negotiation and compromise on the part of both Parties, and the <br />Parties agree, that since all of the Parties have participated in the negotiation and drafting of this <br />Agreement, this Agreement shall not be construed as if prepared by one of the Parties, but rather <br />according to its fair meaning as a whole, as if all Parties had prepared it. <br />12.9 Action or Approval. Whenever action and/or approval by Agency is required <br />under this Agreement, Agency's Executive Director or his or her designee may act on and/or <br />approve such matter unless specifically provided otherwise, or unless the Executive Director <br />determines in his or her discretion that such action or approval requires referral to Agency's <br />Board for consideration. Whenever action and/or approval by City is required under this <br />Agreement, the City Manager or his or her designee may act on and/or approve such matter <br />unless specifically provided otherwise, or unless the City Manager determines in his or her <br />discretion that such action or approval requires referral to the City Council for consideration. <br />12.10 Entire Agreement. This Agreement, including Exhibits A through I attached <br />hereto and incorporated herein by this reference, together with the Regulatory Agreement, the <br />Agency Documents and City Documents contains the entire agreement between the Parties with <br />respect to the subject matter hereof, and supersedes all prior written or oral agreements, <br />understandings, representations or statements between the Parties with respect to the subject <br />matter hereof. <br />~s~o~o-a 38 <br />