RecDoc 2022-010590 County Land Swap 1580 Maple St.

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(g) Counte arts. This Option Agreement may be executed simultaneously in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. (h) Waiver. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement, whether or not similar, nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. (i) Constructipm The paragraph and section headings and captions of this Option Agreement are, and the arrangement of this instrument is, for the sole convenience of the parties to this Option Agreement, and do not in any way affect, limit, amplify, or modify the terms and provisions of this Option Agreement. The singular form will include plural, and vice versa. Each term, condition or provision hereof has been freely negotiated and shall be equally binding upon City and County and no such term, condition or provision shall be construed against either party hereto solely because such term, condition or provision was initially drafted or prepared by such party. Unless otherwise indicated, all references to paragraphs or sections are to this Option Agreement. All exhibits, schedules, addenda and attachments referred to in this Option Agreement are attached to it and incorporated in it by this reference. Any gender used shall be deemed to refer to any other gender more grammatically applicable to the party to whom such use of gender relates. 0) Amendments. No amendment to this Option Agreement will be binding on any of the parties to this Option Agreement unless the amendment is in writing and executed by all parties. No acts or omissions of any employee or agent of the parties or any broker, if any, shall alter, change or modify any of the provisions of this Option Agreement. (k) Non -Liability of Officials. No officer, official, member, employee, agent, or representative of County shall be liable for any amounts due hereunder, and no judgment or execution thereon entered in any action hereon shall be personally enforced against any such official, member, employee, agent, or representative. (1) Partial Invalidity. If any term or other provision of this Option Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Option Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Option Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible. (m) Attorneys' Fees. If any action is commenced which arises out of or related to this Option Agreement, the prevailing party shall be entitled to recover from the other party such sums as the court may adjudge to be reasonable attorneys' fees, expert fees, and expenses in the action, in addition to costs and expenses otherwise allowed by law. REV: 01-21-2022 SK ATTY/AGR.2022.010.6/City- County Land Swap (Page 7 of 14)