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with the purpose of this Agreement, including but not limited to specific performance under this <br />Agreement. <br />Article 6 <br />GENERAL PROVISIONS <br />6.1 Conflicts of Interest. No member, official or employee of the City shall have any <br />personal interest, direct or indirect, in this Agreement, nor shall any such member, official or <br />employee participate in any decision relating to this Agreement which affects his or her personal <br />interests or the interests of any corporation, partnership or association in which he or she is <br />directly or indirectly interested. The Developer warrants that it has not paid or given, and will <br />not pay or give, any third party any money or other consideration for obtaining this Agreement. <br />6.2 Non-Liability of City Officials and Employees. No member, official or employee of the <br />City shall be personally liable to the Developer, or any successor in interest, in the event of any <br />default or breach by the City, or for any amount which may become due to the Developer or its <br />successors, or on any obligations under the terms of this Agreement, except as may be caused by <br />intentional torts or criminal activities of any such City member, official or employee. Developer <br />hereby waives and releases any claim it may have against the members, officials or employees of <br />the City with respect to any default or breach by City or for any amount which may become due <br />to Developer or its successors, or on any obligations under the terms of this Agreement, except <br />as may be caused by intentional torts or criminal activities. <br />6.3 Force Majeure. Subject to the limitations set forth below, performance by any party <br />under this Agreement shall not be deemed to be in default, and all performance and other dates <br />specified in this Agreement shall be extended, where delays are due to: war; insuffection; strikes; <br />lockouts; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; <br />epidemics; quarantine restrictions; freight embargoes; governmental restrictions or priority; <br />litigation; unusually severe weather; acts or omissions of the other party; or other circumstances <br />beyond the control of such party ( "Force Majeure "). An extension of time for any such cause <br />shall be for the period of the force majeure delay and shall commence to run from the time of the <br />commencement of the cause (but in any event shall not exceed a cumulative total of one hundred <br />eighty (180) days), if notice by the party claiming such extension is sent to the other party within <br />thirty (30) days of the commencement of the cause. Times of performance Linder this Agreement <br />may also be extended in writing by the mutual agreement of City and Developer. <br />6.4 Inspection of Books and Records. The City has the right, upon not less than seventy -two <br />(72) hours' notice, at all reasonable times, to inspect the books and records of the Developer <br />pertaining to the Project Site as pertinent to the purposes of this Agreement <br />6.5 Time is of the Essence. Time is of the essence in the performance of this Agreement. <br />6.6 Waiver. A waiver by one party of the performance of any covenant, condition or promise <br />of the other party shall not invalidate this Agreement, nor shall it be considered to be a waiver by <br />such party of any other covenant, condition or promise contained herein. The waiver of either or <br />55394.00000\29008220.1 65A-27 <br />