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<br />such time, and only until such time, that the Commission, the Board of Works, and/or the
<br />Developer expressly accepts the same; and
<br />(c) The Parties hereby renounce the existence of any form of agency
<br />relationship, joint venture or partnership between the Commission, the Board of Works,
<br />and the Developer and agree that nothing contained herein or in any document executed in
<br />connection herewith shall be construed as creating any such relationship between the
<br />Commission, the Board of Works, and the Developer.
<br />8.2 Conflict of Interest; Commission Representatives Not Individually Liable. No
<br />member, official, or employee of the Commission or the City may have any personal interest,
<br />direct or indirect, in this Agreement, nor shall any such member, official, or employee participate
<br />in any decision relating to this Agreement which affects his or her personal interests or the interests
<br />of any corporation, partnership, or association in which he or she is, directly or indirectly,
<br />interested. No member, official, or employee of the Commission or the City shall be personally
<br />liable to the Developer, or any successor in interest, in the event of any default or breach by the
<br />Commission or for any amount which may become due to the Developer, or its successors and
<br />assigns, or on any obligations under the terms of this Agreement. No partner, member, employee,
<br />or agent of the Developer or successors of them shall be personally liable to the Commission under
<br />this Agreement.
<br />8.3 Indemnity. The Developer agrees to indemnify, defend, and hold harmless the
<br />Commission and the City from and against any third-party claims suffered by the Commission or
<br />the City resulting from or incurred in connection with the Local Public Improvements or the
<br />Project.
<br />SECTION 9. MISCELLANEOUS.
<br />9.1 Severability. If any term or provision of this Agreement is held by a court of
<br />competent jurisdiction to be invalid, void, or unenforceable, the remaining terms and provisions
<br />of this Agreement shall continue in full force and effect unless amended or modified by mutual
<br />consent of the parties.
<br />9.2 Waiver. Neither the failure nor any delay on the part of a Party to exercise any
<br />right, remedy, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall
<br />any single or partial exercise of any right, remedy, power, or privilege preclude any other or further
<br />exercise of the same or of any right, remedy, power, or privilege with respect to any occurrence
<br />be construed as a waiver of any such right, remedy, power, or privilege with respect to any other
<br />occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted
<br />to have granted such waiver.
<br />9.3 Other Necessary Acts. Each Party shall execute and deliver to the other Parties all
<br />such other further instruments and documents as may be reasonably necessary to accomplish the
<br />Project and the Local Public Improvements contemplated by this Agreement and to provide and
<br />secure to the other Parties the full and complete enjoyment of its rights and privileges hereunder.
<br />Notwithstanding the foregoing, the Parties understand and agree that certain actions contemplated
<br />by this Agreement may be required to be undertaken by persons, agencies, or entities that are not
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