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documents or instrument delivered with respect to any of the obligations hereunder, and any action <br /> related to this Agreement shall be brought in such County and in such Court. <br /> 14. Assignment and Transfer Prohibited. This Agreement shall be binding upon and inure to the <br /> benefit of the City and the Applicant and their successors and assigns, except (a) that no party may <br /> assign or transfer its rights or obligations under this Agreement without the prior written consent of <br /> the other party hereto, in which consent shall not be unreasonably withheld, and (b) Applicant may <br /> assign and transfer its rights under this Agreement to the Permitted Assign without prior written <br /> consent. "Permitted Assign" means the affiliated single purpose entity created for purposes of <br /> designing, constructing, owning, operating, and maintaining the project which is the subject of this <br /> Agreement. <br /> 15. Valid and Binding Agreement. This Agreement may be executed in any number of <br /> counterparts, each of which shall be deemed to be an original as against any party whose signature <br /> appears thereon,and all of which shall together constitute one and the same instrument. By executing <br /> this Agreement, each person so executing affirms that he has been duly authorized to execute this <br /> Agreement on behalf of such party and that this Agreement constitutes a valid and binding obligation <br /> of the party. <br /> 16. Severability. The provisions of this Agreement and of each section or other subdivision herein <br /> are independent of and separable from each other,and no provision shall be affected or rendered invalid <br /> or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or <br /> unenforceable in whole or in part unless this Agreement is rendered totally unenforceable thereby. <br /> 17. No Personal Liability. No official, director, officer, employee, or agent of the City shall be <br /> charged personally by the Applicant, its employees, or its agents with any liabilities or expenses of <br /> defense or be held personally liable to the Applicant under any term or provision of this Agreement or <br /> because of the execution by such party of this Agreement or because of any default by such party <br /> hereunder. <br /> [Remainder of page intentionally blank.] <br /> 4 <br />