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i i I coimection herewith shall be construed as creating any such relationship between the Commission and Developer. 9.2 Conflict of Interest; Commission Representatives Not Individually Liable. No member, official, or employee of the Commission shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official, or employee participate in any decision relating to this Agreement which affects his personal interests or the interests of any corporation, partnership, or association in which he/she is, directly or indirectly, interested. No member, official, or employee of the Commission shall be personally liable to Developer, or any successor in interest, in the event of any default or breach by the Commission or for any amount which may become due to Developer or successor or assign or on any obligations under the terms of the Agreement. No partner, employee or agent of Developer or successors of them shall be personally liable to the Commission under this Agreement. 9.3 Indemnity. (a) Subject to Section 3.6 of this Agreement, the Commission agrees to indenmify, defend and hold Developer harmless from and against any third party claims suffered by Developer as a result of a negligent act or omission of the Commission relating to the completion of the Project and/or the Local Public Improvements unless such claims arise by reason of the negligent act or omission of Developer. (b) Developer agrees to indemnify, defend and hold the Commission harmless from and against any third party claims suffered by the Commission as a result of a negligent act or omission of Developer relating to the completion of the Project and/or the Local Public Improvements unless such claims arise by reason of the negligent act or omission of the Commission. SECTION 10. MISCELLANEOUS 10.1 Severability. If any term or provision of this Agreement, or the application of any term or provision of this Agreement to a particular situation, is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining terms and provisions of this Agreement,or the application of this Agreement to other situations,shall continue in fiill force and effect unless amended or modified by mutual consent of the parties. 10.2 Other Necessary Acts. Each Party shall execute and deliver to the other all such other further instruments and documents as may be reasonably necessary to accomplish the Project contemplated by this Agreement and to provide and secure to the other Parties the MI and complete enjoyment of its rights and privileges hereunder. Notwithstanding the foregoing, the Parties understand and agree that certain actions contemplated by this Agreement may be required to be undertaken by persons, agencies or entities that are not a party to this Agreement, including, but not limited to certain permits,consents and/or approvals (to the extent they have not yet been 3 obtained and completed), and that any action by such third parties shall require independent approval by the respective person, agency, entity or governing body thereof. 10.3 Waiver of Jury Trial. The parties acknowledge that disputes arising under this Agreement are likely to be complex and they desire to streamline and minimize the cost of - 14 - dms.us.52637413.08