Res 2006-160 - Laserfiche WebLink

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10,10 Entire Agreement. This Agreement contains the entire agreement between the parties and correctly sets forth the rights, duties and obligations of each to the other as of the Effective Date. Any oral representations or modifications or amendments concerning this Agreement shall be of no force or effect excepting a subsequent written modification executed by both parties. 10.11 Binding Agreement. The execution and delivery of this Agreement and the performance of the transactions contemplated thereby have been duly authorized by al necessary corporate and governmental action of the City. This Agreement, when duly executed and delivered by each party, constitutes a legal, valid and binding obligation of each party enforceable in accordance with the terms as of the Effective Date. 10.12 Recording. The parties agree that this Agreement shall be recorded in the Real Property Records of Hays County, Texas at the expense of Harris. 10.13 Representations of Harris, Harris hereby represents and warrants that Harris has full power to execute and deliver and perform the terms, duties and obligations of this Agreement and all of the foregoing has been duly and validly authorized by all necessary proceedings. This Agreement constitutes the legal, valid and binding obligations of Harris, enforceable in accordance with its terms. 10.14 Representation of City. The City hereby represents and warrants that it has full constitutional and lawful right, power and authority, under current applicable laws to execute and deliver and perform the duties and obligations of this Agreement and all of the foregoing have been or will be duly and validly authorized and approved by all necessary proceedings, findings and actions. Accordingly, this Agreement constitutes the legal, valid and binding obligation of the City, enforceable in accordance with its terms. 10.15 Binding Agreement. The terms and conditions of this Agreement are binding upon the successors and assigns of all parties hereto. 10 16 No Joint Venture. It is acknowledged and agreed by the parties that the terms hereof are not intended to and shall not be deemed to create any partnership or joint venture among the parties. The City past, present and future officers, elected officials, employees and agents of the City do not assume any responsibilities or liabilities to any third party in connection with the development of the Center of the design, construction or operation of the Center. 10.17 Amendment. This Agreement may be amended by the mutual written agreement of the parties. 10.18 Legal Construction, In the event anyone or more of the provisions contained in the Agreement shall for any reason be held to be invalid, illegal or enforceable in any respect, such invalidity, illegality or unenforceability shall not affect other 10.19 Covenants Runnin~ With the Property. The provisions of this Agreement, including but not limited to the Land Use Plan attached as Exhibit "B" and the Development and 6 Execution Version: 082306