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12. ADDITIONAL PROVISIONS. <br />12.1. Conflicts of Interest. Except for any member of the governing body that <br />abstains from voting on this Agreement and all other matters concerning the Project, the <br />Development Property and the Minimum Improvements, no member of the City Council <br />shall have any financial interest, direct or indirect, in this Agreement, the Development <br />Property or the Minimum Improvements, or any contract, agreement or other transaction <br />contemplated to occur or be undertaken thereunder or with respect thereto, nor shall any <br />such member of the governing body or other official participate in any decision relating <br />to the Agreement which affects his or her personal interests or the interests of any <br />corporation, partnership or association in which he or she is directly or indirectly <br />interested. <br />12.2. Titles of Articles and Sections. Any titles of the several parts, articles and <br />sections of this Agreement are inserted for convenience of reference only and shall be <br />disregarded in construing or interpreting any of its provisions. <br />12.3. Notices and Demands. Any notice, demand or other communication <br />required or permitted under this Agreement is effective two Business Days after it is sent, <br />via registered or certified mail, postage prepaid, return receipt requested; and <br />(a) in the case of the Developer, is addressed to or delivered <br />personally to the Developer at: <br />Suite 104 <br />Little Canada, MN 55117 <br />75 West Viking Drive <br />(b) in the case of the City or the Authority is addressed to or delivered <br />personally to the City Administrator at: <br />515 East Little Canada Road <br />Little Canada, MN 55117 <br />or at such other address with respect to any such party as that party may, from time to <br />time, designate in writing and forward to the other, as provided in this Section. If a <br />notice is delivered by means other than registered or certified mail, the notice is effective <br />as of the date the City Administrator of the City in the case of notices to the City or an <br />officer or other appropriate representative of the Developer, in the case of notices to the <br />Developer, actually receives the notice. <br />12.4. Counterparts. This Agreement may be executed in any number of <br />counterparts, each of which shall constitute one and the same instrument. <br />Page 64 <br />1316916v1 <br />