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10.23 Cooperative Drafting. <br />This Agreement has been drafted through a cooperative effort of both parties, and both <br />Parties have had an opportunity to have the Agreement reviewed and revised by legal counsel. <br />No Party shall be considered the drafter of this Agreement, and no presumption or rule that an <br />ambiguity shall be construed against the Party drafting the clause shall apply to the interpretation <br />or enforcement of this Agreement. <br />NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS <br />AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE THAT NO OFFICER OR <br />EMPLOYEE OF EITHER PARTY HAS AUTHORITY TO COMMIT CITY OR BUYER TO <br />THIS AGREEMENT UNLESS AND UNTIL RESOLUTIONS OF CITY'S PUBLIC <br />UTILITIES COMMISSION AND BOARD OF SUPERVISORS AND BUYER'S CITY <br />COUNCIL SHALL HAVE BEEN DULY ENACTED APPROVING THIS AGREEMENT <br />AND AUTHORIZING THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. <br />THEREFORE, ANY OBLIGATIONS OR LIABILITIES OF THE PARTIES HEREUNDER <br />ARE CONTINGENT UPON THE DUE ENACTMENT OF SUCH RESOLUTIONS, AND <br />THIS AGREEMENT SHALL BE NULL AND VOID IF CITY'S PUBLIC UTILITIES <br />COMMISSION, BOARD OF SUPERVISORS AND MAYOR DO NOT APPROVE THIS <br />AGREEMENT AT THEIR RESPECTIVE SOLE DISCRETION OR IF THE BUYER'S CITY <br />COUNCIL DOES NOT APPROVE THIS AGREEMENT AT ITS SOLE DISCRETION. <br />APPROVAL OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT BY <br />ANY DEPARTMENT, COMMISSION OR AGENCY OF THE PARTIES SHALL NOT BE <br />DEEMED TO IMPLY THAT SUCH RESOLUTION WILL BE ENACTED NOR WILL ANY <br />SUCH APPROVAL CREATE ANY BINDING OBLIGATIONS ON EITHER PARTY. <br />[SIGNATURES ON FOLLOWING PAGE] <br />15 <br />