Draft Smyrna Development Agreement 4.30.26
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6 9. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof and this Agreement shall be construed, to the extent reasonably possible, as if such invalid, illegal or unenforceable provision had never been contained herein. 10. Each person executing this Agreement warrants and represents that he or she is fully authorized to do so. 11. All Parties shall comply with all applicable local, state, and federal laws and regulations. Nothing in this Agreement alters, or seeks to alter, the existing statutory authority of the Parties under state or federal law. If any of the provisions of this Agreement are held to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. 12. This Agreement shall become effective upon the Effective Date and shall remain in effect until the completion of the Project or termination by one of the Parties as provided below. 13. Any Party may terminate this Agreement upon thirty (30) days’ written notice to the other Party, provided that the Party requesting termination has provided notice and sufficient opportunity for remedy. 14. All payments and reimbursements due hereunder shall be mailed to the Notice addresses listed above. 15. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia. If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement, the rules, regulations, statutes, and laws of the State of Georgia will control. Any action or suit related to this Agreement shall be brought in the Superior Court of Cobb County, Georgia, and TPL submits to the jurisdiction and venue of such court. 16. The terms and conditions contained herein supersede all prior oral and written understandings between the Parties and constitute the entire agreement between the Parties concerning the subject matter of this Agreement. This Agreement shall not be modified or amended except by a writing signed by authorized representatives of the Parties. 17. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. 18. This Agreement, and the rights and obligations hereunder, may not be assigned by either party without the prior written consent of the other party hereto, which shall not be unreasonably withheld, delayed, or conditioned. IN WITNESS WHEREOF: the undersigned parties, acting by and through their respective duly authorized representatives, executed this Agreement on and as of the dates last written below. Trust for Public Land (Inc.) _______________________________