5.10 Counterparts. This Agreement may be executed in several counterparts,
each of which shall be deemed an original and such counterparts shall constitute one and
the same instrument.
5.11 Agreement to Cooperate. In the event of any legal action instituted by a
third party or other governmental entity or official challenging the validity of any provision
of this Agreement, the Parties hereby agree to cooperate in defending that action; provided,
however, each Party shall retain the right to pursue its own independent legal defense.
5.12 No Deemed Waiver. Failure of a Party to exercise any right under this
Agreement shall not be deemed a waiver of any such right and shall not affect the right of
that Party to exercise at some future time said right or any other right it may have under
this Agreement.
5.13 Severability. If any term or provision of this Agreement shall be judicially
determined to be void or of no effect, that determination shall not affect the validity of the
remaining terms and provisions of this Agreement. The Parties agree that if any provision
of this Agreement is judicially determined to be invalid because it is inconsistent with a
provision of state or federal law, this Agreement shall be amended to the extent necessary
to make it consistent with state or federal law and the balance of the Agreement shall
remain in full force and effect.
5.14 Authority. Each Party represents that it has undertaken all actions necessary
for approval of this Agreement, and that the person signing this Agreement has the
authority to bind City and Developer. Notwithstanding the foregoing, with the approval of
this Agreement, City Council hereby delegates to the City Manager the authority to execute
any supplemental documents required to effectuate the purposes of this Agreement.
5.15 Representations and Warranties of Developer. Developer represents and
warrants to City that:
a) Developer is a valid limited liability company duly organized, validly
existing and in good standing under the laws of the State of Florida;
b) Developer is duly qualified to do business and is in good standing under the
laws of the State of New Hampshire;
ro) Developer has the full right, power, and authority to enter into this
Agreement and to perform its obligations under this Agreement without contravention of
any obligation on the part of Developer, whether statutory, contractual or otherwise; and
d) Developer will execute, deliver and perform this Agreement in accordance
with all applicable laws and ordinances.
5.16 Representations and Warranties of City. City represents and warrants to
Developer that:
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