FULL AGENDA PACKET_2021-04-20 - Laserfiche WebLink

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EXHIBIT 3 21.S Severahility of Provisions. No provision of any Loan Document that is held to he unenforceable or invalid shall affect the rernaining provisions, and to this end all provision:, of the Loan Documents arc hereby declared to be severable. 21.9 Headings. Article and section headings are included in the Loan Documents for convenience ofreference only and shall not be used in conshuim, the Loan Documents. 21.10 Conflicts. In the event of any conflict between the provisions of this Agreement and those of any other Loan DOCtmnent, this Agreement, unless otherwise expressly provided, shall prevail-, provided however that, with respect to any matter addressed in both such dOt anents, the fact that one doctmlent provide, lur greater, lesser or difi'erent rights or obligations than the other shall not be deemed a conflict unless the applicable provisions are inconsistent and could not be simultaneously enforced or perlornred. 21.1 1 Time of the Essence. Titnc is of the essence under this Agreement and in the performance of every term, covenant, and obligation contained herein. 21.12 Conflict of interest. No member, official or employee of the City shall lra ve any direct or indirect interest in this Agreement, nor participate in any decision relating to the Agreement which is prohibited by law. 21.13 Warranty Against Payment of Consideration. Developer warrants thal it has not paid or given, and will not pay or give, any third person any money or other consideration for obtaining this Agreement. 21.14 Nonlfability of Citv Officials and Lntnloyees. No member, official or employee of City shall be personally liable to Developer, or any successor in interest, in the event Of any default Or breach by City or for any amount which may become due to Developer or successor, or ou any obligation under the terms of this Agreement. 21 .1 5 Plans and Data. As additional collateral for the Loan, Developer hereby grants to the Cily a security inleresl in all plans and dala concerning the Property, subject to the tights of any Senior Lender. Such right of City shall be std�ject to any right of the preparcr of the plans to their use. 21 J 6 Authority to Enter Agreement. Fach undersigned represents and warrants that its siunature hereinbelow has the power, authority Laid right to hind their respective parties to each of the terns of this Agreement, and slhall indemnify the City Ildly, including reasonable costs and attorneys fees, fur any injuries or dannagcs to Ciry in the event that the signatory had actttal knowledge that such authority or power was not, in fact, held by the signatory or Thal ii would be imminently withdrawn. City Council 46 21 — 50 4/20/2021