03-2024 - Authorize Development Agreement with LDC Warren LTD, LLC

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DocuSign Envelope ID: 92860B03-367C-49AA-BA95-OFDE6BFCF177 evidenced in this Agreement. The Parties agree to enter into a written instrument to evidence any such amendment. H. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio. I. Captions. The captions of the Articles and Sections of this Agreement are inserted for convenience only and shall not be deemed to constitute a part of this Agreement or in any manner limit or define the terms of this Agreement. J. Force Maw. Except as expressly provided herein, if either Party is delayed or hindered in, or prevented from, the performance of any covenant or obligation hereunder, as a result of any cause or circumstance beyond the reasonable control of such Party, including, but not limited to, strikes, lockouts, pandemics, epidemics, shortages of labor, fuel or materials, acts of God, enemy act, riot, insurrection or other civil commotion, fire or other casualty or any orders of any governmental agency, court, or tribunal with jurisdiction over the Project, Developer or the City, then the time for performance of such covenant or obligation shall be extended by a reasonable time to accommodate such delay or hindrance (as applicable, a "Force Maj eure") . The Party seeking the benefit of the provisions of this section shall, within thirty (30) days after the beginning of any such delay, notify the other Party thereof in writing, and the cause thereof, and provide information concerning the projected term of the delay. K. Conflicts of Interest / No Individual Liablility. No official or employee of the City shall have any personal interest, direct or indirect, in this Agreement, nor shall any such official or employee participate in any decision relating to this Agreement which affects his or her personal interests or the interest of any corporation, partnership, or association in which he or she is, directly or indirectly, interested. No official or employee of the City or the Developer shall be personally liable to the Developer or the City, as applicable, or any successor -in -interest, in the event of any default or breach by the City or the Developer or for any amount or amounts which may become due to the City or the Developer or any successor to the City or the Developer or on any obligations under the terms and conditions of this Agreement. L. Survival. The provisions of this Agreement shall survive any expiration or earlier termination of the Agreement to the extent necessary to carry out the intent and expectations of the Parties. M. Non -Waiver. Failure of City or Developer to complain of any act or omission on the part of the other Party, however long the same may continue, shall not be deemed to be a waiver by said Party of any of its rights hereunder. No waiver by City or Developer at any time, express or implied, of any breach of any provision of this Agreement shall be deemed a waiver of a breach of any other provision of this Agreement or a consent to any subsequent breach of the same or any other provision. 24