Courthouse Square Agreements (compiled notebook)

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SEF'.lE.i99~ 1~~~6A~ ~ NO.~iZ P.lEi19 ~ 7.12 Calculation of Time. All eriods of ume refeR P ed to herem sha11 mcl.ude Sattudays, Sundays, and legal holidays in the State of Oregon, except that if the last day of sny period falls on any Santrday, Sunday, or such holiday, the period shall be extended to include the next day evbich is not a Saturday, Sunday or such a holiday. ?.13 Construction. In construing this Agreement, singular pror~ouns shall be taken to mean and include the plural and the masculine pronaun shall be taken to mean and include the feminine and the neuter, as the concext msy require. 7.14 Severability. If any clause, sentence or any other portion of the terms and conditions of this agreement becomes illeg~l, null or void for any reason, the remaining portions will rEmain in full force and effect to the fullest extant permitted by law. 7.15 Amendments. Tbis Agreement (including the Exhibits hereto) may only be aznended by means of a writing signed by each of the Parties hereCo. No arnendment to any proVision of this Agreemen[ shall be implied from sny course of performance, any acquiescence by any Party, any failure or delay by any Party to enforce its rights hereunder. 7.16 Entire Agreement. This Agreement and the attachments l~ereto are the entire agreement b~tween the Parties r~lacing to the subject matter in this Agreement. There is no other oral or wri~ten agreament between the PazCies with regsrd to this subject inatter. There are no or~l or written representations made by either party, implied or express, other than those contained in this Agreement. 7.17 Successor~ and Assigns. Subject to the applicable restrictions on transfer or assignment in this Agreement, the benefits confened by this Agreement, and the obligarions assumed! thereunder, ~ shall inure to the ben~fit of a bind the successors and assigns of the parties. 7.1 S Plaee of Enforcement. Any action or suit to enforce or construe any provision of this Agreement by any PArty shall be brought in the Circuit Covrt of die State of Oregon for Marion Counry, or the United States District Court for the District of Oregon. 7.19 No Third Party BeneiSciaries. The parties intend that the rights, obligations and covenants in this Agrc:ement shall be exclusi.v~ly enforceable by the County and the Transit District, and their respectiv~ successors and assigns (subject to the provisions of this Agreement restricting transfer or assignment ), Thete are no third beneficiaries to this Agreement. 7.20 Exclusive Remedie$. The rights and remedies expressly afforded under the provisions of this Agreement shall not be deemed exclusive, except where otherwise indicated, and shall ba in addition to and cumulative with any and all rights otherwise available at law or in equity, and the exercise by either patty of any one or more of such r~rnedies shall not preclude the exercise by it, at the sarne or different times, of any other such remedies for the same default or breach or any of its remedies For ~~ a5ny other d~fault or breach by the other ptuty, 7.21 rTonwaiver of Governmental Rights. Subject to che terms and conditions of this Agreement, by making ~l~is Agreement, County and 'l~ansit bistrict are specifically not obligating themselves, or the other or the City, or any other agency with respect to any discretionary action relating to d~velopment or operation of the improvements w be constructed on the Property, including, but not limited to, rezoning, variances, environmenta! clearances or any other governmental agenGy approvals which are or may be r~quired, except as expressly set forth herein. In addition, nathulg herein is intended, nor shall it be construed, to in any way limit or restrict the ability of the Coiunty or the Transit District to exercise their respective governmental powers wich respect to the Project or the subj~ct matter of chis Agreement, and the County and tha Transit District shall be entitled to exercise ~' Counhouse Squ~ Development A,greement Page - 17