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either Party and the Developer shall immediately refund any payments made to the Developer <br />by the City pursuant to this Agreement, prior to the date of any such termination. <br />7.7 Relationship of Parties. The Parties each understand and agree that the City <br />and the Developer are independent contracting entities and do not intend by this Agreement to <br />create any partnership, joint venture, or similar business arrangement, relationship or <br />association between them. <br />7.8 Survival of Agreement. All of the provisions of this Agreement shall be <br />applicable to any dispute between the Parties arising from this Agreement, whether prior to or <br />following expiration or termination of this Agreement, until any such dispute is finally and <br />completely resolved between the Parties, either by written settlement, entry of a non -appealable <br />judgment or expiration of all applicable statutory limitations periods and all terms and <br />conditions of this Agreement relating to dispute resolution and limitations on damages or <br />remedies shall survive any expiration or termination of this Agreement. <br />7.9 Conflict of Interest. No member, officer, official or employee of the City <br />having any conflict of interest, direct or indirect, related to this Agreement, the Property or the <br />development or operation of the Project shall participate in any decision relating to this <br />Agreement. The Parties represent and warrant that they do not have knowledge of any such <br />conflict of interest. <br />7.10 Non -liability of Officials, Employees and Agents. No City Party shall be <br />personally liable to the Developer, or any successor in interest of the Developer, in the event of <br />any Default or breach by the City under this Agreement or for any amount that may become <br />due to the Developer or to its successor, or on any obligations under the terms or conditions of <br />this Agreement, except as may arise from the negligence or willful intentional acts of such City <br />Party. <br />7.11 Calculation of Time Periods. Unless otherwise specified, all references to time <br />periods in this Agreement measured in days shall be to consecutive calendar days, all references <br />to time periods in this Agreement measured in months shall be to consecutive calendar months <br />and all references to time periods in this Agreement measured in years shall be to consecutive <br />calendar years. Any reference to business days in this Agreement shall mean and refer to <br />consecutive business days of the City. <br />7.12 Principles of Interpretation. No inference in favor of or against any Party shall <br />be drawn from the fact that such Party has drafted any part of this Agreement. The Parties have <br />both participated substantially in the negotiation, drafting, and revision of this Agreement, with <br />advice from legal and other counsel and advisers of their own selection. A word, term or phrase <br />defined in the singular in this Agreement may be used in the plural, and vice versa, all in <br />accordance with ordinary principles of English grammar, which shall govern all language in <br />this Agreement. The words `include" and "including" in this Agreement shall be construed to <br />be followed by the words: "without limitation." Each collective noun in this Agreement shall <br />be interpreted as if followed by the words "(or any part of it)," except where the context clearly <br />requires otherwise. Every reference to any document, including this Agreement, refers to such <br />document, as modified from time to time (excepting any modification that violates this <br />31 <br />75A-36 <br />