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H. Governing Law. This Agreement shall be governed by and construed in accordance <br />with the laws of the State of Ohio. <br />I. Captions. The captions of the Articles and Sections of this Agreement are inserted <br />for convenience only and shall not be deemed to constitute a part of this Agreement or in <br />any manner limit or define the terms of this Agreement. <br />J. Force Majeure. Except as expressly provided herein or with respect to any <br />monetary obligation, if either Party is delayed or hindered in, or prevented from, the <br />performance of any covenant or obligation hereunder, as a result of any cause or <br />circumstance beyond the reasonable control of such Party, including, but not limited to, <br />strikes, lockouts, pandemics, epidemics, shortages of labor, fuel or materials, acts of God, <br />enemy act, riot, insurrection or other civil commotion, fire or other casualty or any orders <br />of any governmental agency, court, or tribunal with jurisdiction over the Project, Developer <br />or the City, then the time for performance of such covenant or obligation shall be extended <br />by a reasonable time to accommodate such delay or hindrance. The Party seeking the <br />benefit of the provisions of this section shall, within thirty (30) days after the beginning of <br />any such delay, notify the other Party thereof in writing, and the cause thereof, and provide <br />information concerning the projected term of the delay. <br />K. Conflict of Interest: City's Representatives Not Individually Liable. No official or <br />employee of the City shall have any personal interest, direct or indirect, in this Agreement, <br />nor shall any such official or employee participate in any decision relating to this <br />Agreement which affects his or her personal interests or the interest of any corporation, <br />partnership, or association in which he or she is, directly or indirectly, interested. No <br />official or employee of the City or the Developer shall be personally liable to the Developer <br />or the City, as applicable, or any successor in interest, in the event of any default or breach <br />by the City of the Developer or for any amount or amounts which may become due to the <br />City or the Developer or any successor to the City or the Developer or on any obligations <br />under the terms and conditions of this Agreement. <br />L. Survival. The provisions of this Agreement shall survive any expiration or earlier <br />termination of the Agreement to the extent necessary to carry out the intent and <br />expectations of the Parties. <br />M. Non -Waiver. Failure of City or Developer to complain of any act or omission on <br />the part of the other Party, however long the same may continue, shall not be deemed to be <br />a waiver by said Party of any of its rights hereunder. No waiver by City or Developer at <br />any time, express or implied, of any breach of any provision of this Agreement shall be <br />deemed a waiver of a breach of any other provision of this Agreement or a consent to any <br />subsequent breach of the same or any other provision. <br />N. Approvals by City. Any provision of this Agreement requiring the approval of the <br />City, the satisfaction or evidence of satisfaction of the City, certificate or certification by <br />the City or the opinion of the City shall be interpreted as requiring action by the Mayor of <br />the City (or such other official as the Mayor of the City may from time to time designate) <br />21 <br />15785832v23 <br />