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7C Page 239 8.2 Conflict of Interests. No member, official or empioyee of the Gity shall make any decision relating to this Agreement which affects his or her personai interests in any corporation,partiiership or association in which he or she is directly or indirectly interested. 8.3 Non-I�iabilitv of Citv Off cials, Emplovees and Agents. No nlember; o.fficial, employee or agent of th�City shall be personally liable to the Developer, or any si�ccessor in interest, in the event of any default or breach by the City or for any ainount that may become due to the Developer or successor on any obligation under the terms of this Agreemcnt. 8.4 Enforced Delav. In addition to other speci£'ic pxovisions of 1:his Agreement, nonperformaiace by either Party shall not be deemed to be a default where delays or defaults are due to war; insurrection; strikes, lock-outs or other labor disturbances; shortages of materials and supplies or delivery interruptions; riats; floods; earthquakes; fires; casualties; acts of God; acts of the pubiic ene�ny; epidemics; quaranline restrictions; freight embargoes; lack of transportation; governmet�tal restrictions (excluding those imposed by City); litigation(including su3ts filed by tlurd parties coz�cerning or arising out of this Agreernent or suits (except suits filed by the Parties) challenging City approvais for the Project: weather or soils conditions which will necessitate delays; acts of the other Party; acts or failure to act af any public or governmental agency or entity{other than the acts or failure to act af the City); or any other similar causes beyond the coiitrol or without the fault of the Party claiming an extension of time to perform. The Party clai�ning such extension shall send written notice of the extcnsion to the other Party within thirty (30} days froni tlie con�mencement of the cause and a written extensian of time for such cause s�iall be granted for the period of the enforced delay and the Term of this Agreement sha11 be extended by amendmen.t in accordance with Sectio��7.1. 8.5 Coaperati.on in.LitiQation. Beveloper, the City, and Developer's contractors shall have an affirmative duty to cooperate with on.e another in the conduct of any suit arising from this Agreement or frorn co�zstructzon, operation or management of the�'ro�erty pursuant to this Agreement; pravided, h�wever, that such duty to cooperate shall be limited by any conflict of interest which arises during the course of any such suit. 8.6 Estoppcl Certificate. E?ther Developer or City may, at any tilne, and from time to tiine, deliver written notice to the other Party requesting such Party to certify in writing that, to the knowledge af the 1025843-6 1 g �RAFT 12/12/07 3:00 PM