No. 2241 approving a development agreement with gameday centers Southeastern, LLC and related matters

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• SECTION 11.0 NO AGENCY JOINT VENTURE OR PARTNERSHIP• CONFLICT OF INTEREST. 11.1 No Agency, Joint Venture or Partnership. It is specifically understood and agreed to by and between the Parties that: (1) The Project, as described in this Agreement, is a private development; (2) Commission has no interest or responsibilities for, or due to, third parties concerning any improvements until such time, and only until such time, that Commission accepts the same pursuant to the provisions of this Agreement; (3) Commission and Developer hereby renounce the existence of any form of agency relationship, joint venture or partnership between Commission and Developer and agree that nothing contained herein or in any document executed in connection herewith shall be construed as creating any such relationship between Commission and Developer. 11.2 Conflict of Interest; Commission Representatives Not Individually Liable. No member, official, or employee of the Commission shall have any personal interest, direct or indirect, in the Agreement, nor shall any such member, official, or employee participate in any decision relating to the Agreement which affects his personal interests or the interests of any corporation, partnership, or association in which he /she is, directly or indirectly, interested. No member, official, or employee of the Commission shall be personally liable to the Developer, or any successor in interest, in the event of any default or breach by the Commission or for any amount which may become due to the Developer or successor or assign or on any obligations under the terms of the Agreement. No partner, employee or agent of Developer or successors of .them shall be personally liable to Commission under this Agreement. SECTION 12.0 MISCELLANEOUS. 12.1 Severability. If any term or provision of this Agreement, or the application of any term or provision of this Agreement to a particular situation, is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining terms and provisions of this Agreement, or the application of this Agreement to other situations, shall continue in full force and effect unless amended or modified by mutual consent of the parties. Notwithstanding the foregoing, if any material provision of this Agreement, or the application of such provision to a particular situation, is held to be invalid, void or unenforceable, Commission may, in Commission's sole and absolute discretion, terminate this Agreement by providing written notice of such termination to Developer. 12.2 Other Necessary Acts. Each Party shall execute and deliver to the other all such other further instruments and documents as may be reasonably necessary to accomplish the feProject contemplated by this Agreement and to provide and secure to the other Party the full and F:\ DATA\ SHARE \Legal \Wpdata \SEP\Economic Development \Gameday \Gameday Development Agreement (version 4).doe 12