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relation to the Donated Property and the improvements thereon so as to reasonably protect their respective interests. The Project is scheduled to be completed by December 31, 2013 ("Completion Date "). If SBHF fails to substantially complete its renovation to the Property by the Completion Date, the Commission may terminate the Access and SBHF will pay to the Commission all documented expenses incurred for the Donated Property, less any expenses reimbursed by the title insurance policy, if partial rehabilitation is due to any title defects or newly discovered encumbrances. SBHF will invest approximately $3.1 million in non - Commission funds to renovate the Property as a low income senior housing complex, and shall provide ongoing operational and building maintenance expenses ( "Operational Obligations" or "Operations ") as set forth in Exhibit F. 4. SBHF and the Commission will execute a Disbursement Agreement in the form attached hereto as Exhibit G. 5. This Agreement shall be binding upon the parties hereto and their respective successors and assigns. 6. The Parties agree to take such actions, including the execution and delivery of documents and instruments, as may be necessary or appropriate to carry out the terms and intent of this Agreement and to aid and assist each other in carrying out the terms and intent. 7. No recourse under or upon any obligation, covenant, or agreement of this Agreement or for any claim based thereon or otherwise in respect thereof shall be had against the appointed or elected public officials of the City or the Commission or their respective officers, agents, and employees, in any amount subject to the terms and conditions herein, and no liability, right or claim at law or in equity shall attach to or shall be incurred by the public officials of the City, the Commission or their respective officers, agents, and employees and all such claims are hereby expressly waived and released as a condition of and as a consideration for the execution of this Agreement by the Commission, provided such elected officials, officers, agents, and employees are acting pursuant to lawful authority and are uniformly enforcing and /or administering the laws, ordinances, practices and procedures of the City and the Commission. No recourse under or upon any obligation covenant or agreement of this Agreement or for any claim based thereon or otherwise in respect thereof shall be had against the officers, agents, or employees of SBHF in any amount subject to the terms and conditions herein. 7. If any portion of this Agreement, or its application to any person, entity, or property, is held invalid or unenforceable, the application or validity of any other portion of this Agreement shall not be affected. 8. The Parties shall each bear their own costs and expenses with respect to this Agreement and the other matters contemplated hereby, including, without limitation, the fees and expenses of their respective legal counsel.