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City Draft <br /> 6/28/I3 <br /> 8.9 Conflict of Interest. No member, officer, officia.l or employee of the City <br /> having any conflict of interest, direct or indirect, re�ated to this <br /> Agreement,the Site or the development ar operation of the Project shall <br /> participate in any decision relating to this Agreement. The Parties <br /> represent and warrant that they do not have knowledge o�'any such <br /> conflictof interest. ............................................................................................... 59 <br /> 8.10 Non-I'rability of Offici�ls,Employees and Agents. No City Party shall <br /> be personally liable to the DeveZoper, or any successor in interest of the <br /> Developer, in the event of any Default or breach t�y the City under this <br /> Agreement or for any amaunt that may become due to the Developer or to <br /> its successor, or an any obligations under the terms or conditions of this <br /> Agxeement............................................................................................................ 5 9 <br /> 8.11 C�Iculation of Time Periods. Unless otherwise specified, all references <br /> to time periods in this Agreement measured in c�ays shall be to consacutive <br /> calendar days, all references to time periads in this Ag3reement measured <br /> in months shall be to consecutive calendar months, and alZ references to <br /> time periods in this Agreement measured in years shall be to consecutive <br /> calendar years. Any reference to business days in this Agreement shall <br /> mean and refer to consecutive business days af the City..................................... 60 <br /> 8.12 Principles af Interpretation. No inference in favor of or against any <br /> Party shau be drawn from the fact that such Party has drafted any part of <br /> this Agreement. The Parties have bath participated substantially in the <br /> negotiation, drafting, and revision of this Agreement,with advice from <br /> legal and other counsel and advisers of their own selection. A word,term <br /> or phrase defined in the singalar in this Agreement may be used in the <br /> plural, and vice versa, a11 in accordance with ordinary principles of <br /> Ez�glish grammar, which sha11 govern all language in this Agreement. The <br /> words "incluae"and"including" in this Agreement shall be constrUed to <br /> be followed by the words: "without limitation." Each collective noun in <br /> this Agreement shall be interpreted as if followed by the words "(or any <br /> part of it)," except where the context clearly reyuires otherwise. Every <br /> reference to any document, including this Agreement, refers ta such <br /> document, as mo�ified from time to time(excepting any modification that <br /> violates this Agreement), and includes all exhibits, schedules, addenda and <br /> riders to such document. The word "ar°' in this Agreement includes the <br /> worc�"and.".......................................................................................................... 60 <br /> 8.13 Governing Law. The Laws of the State shall govern the interpretation <br /> and enforcement of this Agreement,without application of conflicts of <br /> laws principles. The Parties acknowledge and agree that t.�is Agreement is <br /> entered into, is to be fu11y performed iun and relates to real property located <br /> inthe City.............................................................................................................60 <br /> R2483.000091']571312.10 xiv <br />