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9.6 Severability. In the event that any of the provisions, or portions thereof, of this <br />MOU are held to be unenforceable or invalid by any court of competent jurisdiction, the validity <br />and enforceability of the remaining provisions, or portions thereof, shall not be affected and shall <br />remain in full force and effect. <br />9.7 Hold Harmless. No officials, officers, employees, consultants, contractors or <br />agents of the CITY shall be personally liable to the ELKS, any voluntary or involuntary <br />successors or assignees, or any lender or other party holding an interest in the Project, in the <br />event of any default or breach by the CITY, or for any amount which may become due to the <br />ELKS or to its successors or assignees, or on any obligations arising under this MOU. No <br />officials, officers, employees, consultants, contractors or agents of the ELKS shall be personally <br />liable to the CITY, any voluntary or involuntary successors or assignees, or any lender or other <br />party holding an interest in the Project, in the event of any default or breach by the ELKS, or for <br />any amount which may become due to the CITY or to its successors or assignees, or on any <br />obligations arising under this MOU. <br />9.8 Waivers. No waiver of any breach of any tern or condition contained in this <br />MOU shall be deemed a waiver of any preceding or succeeding breach of such term or condition, <br />or of any other term or condition contained in this MOU. No extension of the time for <br />performance of any obligation or act, no waiver of any term or condition of this MOU, nor any <br />modification of this MOU shall be enforceable against CITY or the ELKS, unless made in writing <br />and executed by CITY and the ELKS. <br />9.9 Employees. Each party shall be solely responsible for compensating and <br />providing benefits for its employees and consultants to fulfill its obligations hereunder. No party <br />shall have any rights or responsibilities with respect to any other party's employees, agents, or <br />contractors. <br />9.10 Construction. Headings at the beginning of each section and sub - section of this <br />MOU are solely for the convenience of reference of the CITY and the ELKS and are not a part of <br />this MOU. Whenever required by the context of this MOU, the singular shall include the plural <br />and the masculine shall include the feminine and vice versa. This MOU shall not be construed as <br />if it had been prepared by one or the other of the CITY or the ELKS, but rather as if the CITY and <br />the ELKS prepared this MOU. Unless otherwise indicated, all references to sections are to this <br />MOU. If the date on which the CITY or the ELKS is required to take any action pursuant to the <br />terms of this MOU is not a business day of the CITY, as appropriate, the action shall be taken on <br />the next business day of the CITY. <br />9.11 Counterpart Originals. This MOU may be executed in counterparts, which, <br />when taken together, shall constitute but one and the same instrument. <br />[Signatures on following page] <br />