CC - Agendas - City Council - REGULAR - 5/14/2019

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I 11.F.c I permitted by law,provided that the fundamental purposes of this Agreement are not defeated by such severability. a, E 14 CAPTIONS. The captions contained in this Agreement are merely a reference and are not to 11) be used to construe or limit the text. °f 15 ENTIRE AGREEMENT AND AMENDMENTS.. This Agreement may be executed in E counterparts,each of which is deemed to be an original. This Agreement and the below-listed o exhibits that are incorporated herein by this reference, constitutes the entire understanding and agreement of the Parties. Exhibit A-Property Exhibit B-Project 16 NO AGENCY CREATED. Nothing contained in this Agreement creates any partnership, joint venture or agency relationship between the City and Owner. No term or provision of this it- Agreement is intended to be for the benefit of any person,firm,organization or corporation not a party hereto, and no other person, firm, organization or corporation may have any right or cause of action hereunder. N 17 GOVERNING STATUTES. References are made in this Agreement to specific sections of N the Arizona Revised Statutes.Any such references mean the statute in effect on the date of the z° execution of this Agreement and any subsequent renumbering or reordering of those provisions. co 18 MODIFICATION AND. WAIVER. No modification, waiver, amendment, discharge or change of this Agreement shall be valid unless the same is in writing and signed by the party v against which the enforcement of such modification,waiver, amendment, discharge or change r is or may be sought. E .c 19 OWNER'S AUTHORITY. Owner warrants and represents that it is a duly organized and z validly existing limited liability company formed under the laws of the State of Arizona and '3 authorized to transact business in 'the State of Arizona. The entry by Owner into the d transaction contemplated by this Agreement and .the.performance by Owner of all of its a obligations in connection-herewith have been duly and validly authorized by all necessary E action(s), are in accordance with applicable law and are not in violation of Owner' Operating . Agreement,'if any, Articles of Incorporation or Bylaws, as the case may be. This Agreement d and all additional documents delivered in connection with this Agreement have been duly and a validly executed. and delivered by Owner and constitute the legal, valid and binding o obligations of Owner. 20 INDEMNITY. Each of the Parties shall indemnify, protect, defend and hold harmless the d other from and against any and all claims,costs,damages and liabilities(including attorneys' Y fees and costs) arising from any breach by such Party of any of the representations and c warranties contained herein. d 6 Packet.Pg.201, I