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10.12 Third Parties. Nothing contained in this Agreement shall create a contractual <br /> relationship with, or a cause of action in favor of, a third party against either SiFi or the City. <br /> 10.13 No Partnership. Nothing in this Agreement shall be construed to create a <br /> partnership, joint venture or agency relationship between the City and SiFi or any other <br /> relationship other than a contractual relationship as expressly set forth in this Agreement. Neither <br /> Party shall in any manner act or indicate to any third party that is acting as the agent of the other <br /> Party. SiFi shall at all times remain an independent contractor.Neither Party shall control or direct <br /> the day-to-day affairs of the other Party, or their mode or method of performing their respective <br /> obligations hereunder. <br /> 10.14 Headings. The headings and captions of this Agreement are solely for the <br /> convenience of the Parties and shall not be deemed to modify or vary any of the substantive terms <br /> thereof. <br /> 10.15 Construction. Each of the Parties acknowledge that each Party to this Agreement <br /> has been represented by counsel in connection with this Agreement. The words"hereof',"herein" <br /> and"hereunder" and words of like import used in this Agreement will refer to this Agreement as <br /> a whole and not to any particular provision of this Agreement. References to Articles, Sections, <br /> and clauses are to Articles, Sections and clauses of this Agreement unless otherwise specified. <br /> Any singular term in this Agreement will be deemed to include the plural,and any plural term the <br /> singular. Whenever the words "include", "includes" or "including" are used in this Agreement, <br /> they will be deemed to be followed by the words"without limitation",whether or not they are in <br /> fact followed by those words or words of like import. "Writing","written"and comparable terms <br /> refer to printing, typing and other means of reproducing words (including electronic media) in a <br /> visible form. References to any agreement or contract are to that agreement or contract as <br /> amended, modified or supplemented from time to time in accordance with the terms hereof and <br /> thereof. References to any Person include the successors and permitted assigns of that Person. <br /> References from or through any date mean, unless otherwise specified, from and including or <br /> through and including,respectively. <br /> 10.16 Counterparts. This Agreement may be signed in any number of counterparts,each <br /> of which will be deemed an original,with the same effect as if the signatures were upon the same <br /> instrument. A signed copy of this Agreement delivered by facsimile, e-mail or other means of <br /> electronic transmission(including PDF) shall be deemed to have the same legal effect as delivery <br /> of an original signed copy of this Agreement. <br /> 10.17 Further Assurances. Each Party agrees that it will execute and deliver such other <br /> documents and take such other action as may be reasonably requested by the other Party to <br /> effectuate the purposes and intention of this Agreement. <br /> 10.18 No Waiver. No provision of this Agreement may be waived unless such waiver is <br /> in writing and signed by the Party against whom the waiver is to be effective. No failure or delay <br /> by a Party in exercising any right,power or privilege hereunder shall operate as a waiver thereof, <br /> nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the <br /> Page 29 of 33 <br />