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2112. Warranty Against Payment of Consideration. Developer warrants that it has not paid or given, and will not pay or give, any third person any money or other consideration for obtaining this Agreement. 2113. Nonliability of Agency/City Officials and Employees. No member, official or employee of Agency/City shall be personally liable to Developer, or any successor in interest, in the event of any default or breach by Agency/City or for any amount which may become, due to Developer or successor, or on any obligation under the terms of this Agreement. 2114. Relationship Among Agency, City and Developer. It is hereby acknowledged that the relationship among the Agency, City and the Developer is not that of a partnership or joint venture and that the Agency, City and Developer shall not be deemed or construed for any purpose to be the agent of the other. Accordingly, except as expressly provided herein or in the Attachments hereto, the Agency and City shall have no rights, powers, duties or obligations with respect to the development, operation, maintenance or management of the Improvements. 2115. Plans and Data. Where Developer does not proceed with the work and construction of the Property, and when this Agreement is terminated with respect thereto for any reason, Developer shall deliver to Agency/City any and all plans and data concerning the Property, and Agency/City or any person or entity designated by Agency/City shall have the right to use such plans and data without compensation to Developer. Such right of Agency/City shall be subject to any right of the preparer of the plans to their use. 2116. Authority to Enter Agreement. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify the Agency and City fully, including reasonable costs and attorney's fees, for any injuries or damages to Agency/City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 2117. Agency and City Approvals and Actions. The Agency and City shall maintain authority of this Agreement and the authority to implement this Agreement through the Executive Director (or his duly authorized representative). The Executive Director shall have the authority to make approvals, issue interpretations, waive provisions, and/or enter into amendments of this Agreement on behalf of the Agency so long as such actions do not materially or substantially change the uses or development permitted on the Property, or materially or substantially add to the costs incurred or to be incurred by the Agency as specified herein, and such approvals, interpretation, waivers and/or amendments may include extensions of time to perform as specified in the Schedule of Performance. All other material and/or substantial interpretations, waivers, or amendments shall require the consideration, action and written consent of the Agency Board and City Council. The Executive Director may transfer and assign the authority to this Agreement to the City Manager of the City at any time, upon giving notice to Developer but without Developer's approval. 2118. Counterparts. This Agreement may be signed in multiple counterparts which, when signed by all parties, shall constitute a binding agreement and shall be deemed to be an original. 2119. Real Estate Brokerage Commission. The Agency, the City and the Developer each represent and warrant to the other that no broker or finder is entitled to any commission or finder's fee in connection with the Loans. The parties each agree to defend and hold harmless the other DOCSOC/ I469583v5/200272-0003 62