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8 <br />Commission or for any amount which may become due to the Developers, 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 Developers or successors of them shall be personally liable to the Commission <br />under this Agreement. <br />8.3 Indemnity. The Developers agree 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 <br />a party to this Agreement, including, but not limited to certain permits, consents, and/or approvals <br />(to the extent they have not yet been obtained and completed), and that any action by such third <br />parties shall require independent approval by the respective person, agency, entity, or governing <br />body thereof. <br />9.4 Dispute Resolution; Waiver of Jury Trial. Any action to enforce the terms or <br />conditions of this Agreement or otherwise concerning a dispute under this Agreement will be <br />commenced in the courts of St. Joseph County, Indiana, unless the Parties mutually agree to an <br />alternative method of dispute resolution. The Parties acknowledge that disputes arising under this <br />Agreement are likely to be complex and they desire to streamline and minimize the cost of <br />resolving such disputes. In any legal proceeding, each Party irrevocably waives the right to trial <br />by jury in any action, counterclaim, dispute, or proceeding based upon, or related to, the subject <br />matter of this Agreement. This waiver applies to all claims against all parties to such actions and <br />proceedings. This waiver is knowingly, intentionally, and voluntarily made by both Parties.