AgdaPkt 2015-07-27 Joint SA and PFA

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8.A. - Page 78 10.3 Severability. Invalidation of any of the provisions contained in this Agreement, or of the application thereof to any entity, by judgment or court order shall in no way affect any of the other provisions hereof or the application thereof to any other entity or circumstances and the same shall remain in full force and effect, unless enforcement of this Agreement as so invalidated would be unreasonable or grossly inequitable under all the circumstances or would frustrate the purposes of this Agreement. 10.4 Exhibits. The Exhibits listed in the Table of Contents, to which reference is made herein, are deemed incorporated into this Agreement in their entirety by reference thereto. 10.5 Relationship of Parties. The parties each understand and agree that the City and the Developer are independent contracting entities and do not intend by this Agreement to create any partnership, joint venture, or similar business arrangement, relationship or association between them. 10.6 Survival of Agreement. All of the provisions of this Agreement shall be applicable to any dispute between the parties arising from this Agreement, whether prior to or following expiration or termination of this Agreement, until any such dispute is finally and completely resolved between the parties, either by written settlement, entry of a non - appealable judgment or expiration of all applicable statutory limitations periods and all terms and conditions of this Agreement relating to dispute resolution and limitations on damages or remedies shall survive any expiration or termination of this Agreement. 10.7 Conflict of Interest. No member, officer, official or employee of the City having any conflict of interest, direct or indirect, related to this Agreement, the Site or the development or operation of the Project shall participate in any decision relating to this Agreement. The parties represent and warrant that they do not have knowledge of any such conflict of interest. 10.8 Non - liability of Officials, Employees and Agents. No City Party shall be personally liable to the Developer, or any successor in interest of the Developer, in the event of any Default or breach by the City under this Agreement or for any amount that may become due to the Developer or to its successor, or on any obligations under the terms or conditions of this Agreement. No Developer Party shall be personally liable to the City, or any successor in interest of the City, in the event of any Default or breach by the Developer under this Agreement or for any amount that may become due to the City or to its successor, or on any obligations under the terms or conditions of this Agreement. 10.9 Calculation of Time Periods. Unless otherwise specified, all references to time periods in this Agreement measured in days shall be to consecutive calendar days, all references to time periods in this Agreement measured in months shall be to consecutive calendar months, and all references to time periods in this Agreement measured in years shall be to consecutive calendar years. Any reference to business days in this Agreement shall mean and refer to consecutive business days of the City. 82483.00019\9644366. 13 ATTY /AGR /2015.146 /HAMILTON - WINSLOW DDA REV: 07 -22 -15 VR Page 37 of 102