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forth herein, and that each of them has read this Agreement and is fully aware of its contents and its legal effect. Neither Party is relying on any statement of the other Party outside of the terms set forth in this Agreement as an inducement to enter into this Agreement. 9. Joint Preparation. This Agreement shall be interpreted as though prepared jointly by both Parties. Nothing contained herein nor any acts of the Parties hereto shall be deemed or construed by the Parties hereto, nor by any third party, as creating the relationship of principal and agent or of partnership or of joint venture by the Parties hereto. The word "including" shall be construed as if followed by the words "without limitation." 10. No Third Party Beneficiary. This Agreement is made and entered into for the sole benefit of the Parties, and no other person or entity shall have any rights or remedies under this Agreement. There are no third party beneficiaries to this Agreement and nothing herein is intended to create any third party benefit. 1 1. Warranty of Authority. Each individual or entity executing this Agreement on behalf of Owner and the City represents and warrants that he or she or it is duly authorized to execute and deliver this Agreement on behalf of such Party and that such execution is binding upon such Party. 12. Modification. This Agreement may not be altered, amended, modified or otherwise changed except in writing duly executed by an authorized representative of each of the Parties. 13. Entire Agreement. The Parties agree that this Agreement sets forth the entire agreement between them and relating to the subject matter and that this document merges and supersedes all prior discussions, agreements, understandings, representations, and all other communications between them relating to the subject matter of this Agreement. 14. Captions. Captions are included herein for ease of reference only. The captions are not intended to affect the meaning of the contents or scope of this Agreement. 15. Further Assurances. The Parties will execute all further and additional documents as shall be reasonable, convenient, necessary or desirable to carry out the intent and provisions of this Agreement. 16. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original. 17. Mutual Release. Except for the obligations set forth in this Agreement, the parties hereto and their agents, assigns, representatives and successors in interest forever release and discharge each other from any and all claims, contentions, obligations, liabilities, demands, debts, controversies and causes of action whatsoever in any way arising out of, related to or concerning the claims and contentions that any party now has, known or unknown, that were or could have been asserted in the Writ Action or the Damages Action, effective on the date, if any, of the Dismissals of the Actions. 18. Fees and Costs. Each party shall bear its own costs and attorney's fees incurred in preparing, presenting and processing, and evaluating Owner's Application, and shall bear its own costs and attorney's fees incurred (a) in negotiating and finalizing this Agreement and (b) in connection with the Writ Action and the Damages Action, if such actions are dismissed as provided in Section 3(a). 19. Successors and Assigns. This Agreement shall be binding on all agents, representatives, partners, directors, employees, assigns, officers, officials and successors in interest of the Parties. [/022410/4640.001] 6