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or termination of this Agreement and the issuance and recordation of a Certificate of <br />Completion_ <br />17.8 Construction. The section headings and captions used herein are solely for <br />com~Enience 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 both 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 both Parties had prepared it. <br />l ] 9 Action or A~prova]. 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. <br />l l . 7 0 Entire Agreement. This Agreement, including Exhibits A through G attached <br />hereto and incorporated herein by this reference, together with the other Agency Documents <br />contains the entire agreement between the Parties with respect to the subject matter hereof, and <br />supersedes all prior written or oral agreements, understandings, representations or statements <br />between the Parties with respect to the subject matter hereof, including without limitation, any <br />commitment letter issued by Agency with respect to Agency financing for the Project. <br />1 I . ] ] Counterparts. This Agreement may be executed in one or more counterparts, each <br />of which shall be an original and all of which taken together shall constitute one instrument. The <br />signature page of any counterpart may be detached therefrom without impairing the legal effect <br />of the signature(s) thereon provided such signature page is attached to any other counterpart <br />identical thereto having additional signature pages executed by the other Party. Any executed <br />counterpart of this Agreement may be delivered to the other Party by facsimile and shall be <br />deemed as binding as if an originally signed counterpart was delivered. <br />] ] . ] 2 Severability. If any term, provision, or condition of this Agreement is held by a <br />court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement <br />shall continue in full force and effect unless an essential purpose of this Agreement is defeated <br />by such invalidity or unenforceability. <br />] ] . l 3 No Third Party Beneficiaries. Nothing contained in this Agreement is intended to <br />or shall be deemed to confer upon any person, other than the Parties and their respective <br />successors and assigns, any rights or remedies hereunder. <br />l ].14 Parties Not Co-Venturers. Nothing in this Agreement is intended to or shall <br />establish the Parties as partners, co-venturers, or principal and agent with one another. <br />] ] . l 5 Non-Liability of Officials, Employees and Agents. No ot~icer, official, employee <br />or agent of Agency or City shall be personally liable to Developer or its successors in interest in <br />the event of any default or breach by Agency or for any amount which may become due to <br />Developer or its successors in interest pursuant to this Agreement. <br />> > ~a9a~-s 3 7 <br />