25A - AGMT - MOU - THE ELKS PROPERTY

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9.6 S everability. In the event that any of the provisions, or portions thereof, of this MOU are held to be unenforceable or invalid by any court of competent jurisdiction, the validity and enforceability of the remaining provisions, or portions thereof, shall not be affected and shall remain in full force and effect. 9.7 Hold Harmless. No officials, officers, employees, consultants, contractors or agents of the CITY shall be personally liable to the ELKS, any voluntary or involuntary successors or assignees, or any lender or other party holding an interest in the Project, in the event of any default or breach by the CITY, or for any amount which may become due to the ELKS or to its successors or assignees, or on any obligations arising under this MOU. No officials, officers, employees, consultants, contractors or agents of the ELKS shall be personally liable to the CITY, any voluntary or involuntary successors or assignees, or any lender or other party holding an interest in the Project, in the event of any default or breach by the ELKS, or for any amount which may become due to the CITY or to its successors or assignees, or on any obligations arising under this MOU. 9.8 Waivers, No waiver of any breach of any term or condition contained in this MOU shall be deemed a waiver of any preceding or succeeding breach of such term or condition, or of any other term or condition contained in this MOU. No extension of the time for performance of any obligation or act, no waiver of any term or condition of this MOU, nor any modification of this MOU shall be enforceable against CITY or the ELKS, unless made in writing and executed by CITY and the ELKS. 919 Employees. Each party shall be solely responsible for compensating and providing benefits for its employees and consultants to fulfill its obligations hereunder. No party shall have any rights or responsibilities with respect to any other party's employees, agents, or contractors. 9.10 Construction. Headings at the beginning of each section and sub- section of this MOU are solely for the convenience of reference of the CITY and the ELKS and are not a part of this MOU. Whenever required by the context of this MOU, the singular shall include the plural and the masculine shall include the feminine and vice versa. This MOU shall not be construed as if it had been prepared by one or the other of the CITY or the ELKS, but rather as if the CITY and Uie ELKS prepared this MOU. Unless otherwise indicated, all references to sections are to this MOU. If the date on which the CITY or the ELKS is required to take any action pursuant to the terms of this MOU is not a business day of the CITY, as appropriate, the action shall be taken on the next business day of the CITY. 9.11 Counterpart Originals. This MOU may be executed in counterparts, which, when taken together, shall constitute but one and the same instrument. [Signatures on following page] 25A -7