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23. Hold Harmless.
<br />Developer agrees to and shall hold City, its officers, agents, employees, consultants,
<br />special counsel, and representatives harmless from liability: (1) for damages, just compensation,
<br />restitution, judicial or equitable relief arising out of claims for personal injury, including health,
<br />and claims for property damage, which may arise from the direct or indirect operations of
<br />Developer or its contractors, subcontractors, agents, employees, or other persons acting on its
<br />behalf which relate to the Project; and (2) from any claim that damages, just compensation,
<br />restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this
<br />Second Amendment. Developer agrees to pay all costs for the defense of City and its officers,
<br />agents, employees, consultants, special counsel, and representatives regarding any action for
<br />damages, just compensation, restitution, judicial or equitable relief caused or alleged to have
<br />been caused by reason of Developer's actions in connection with the Project, any claims arising
<br />out of this Second Amendment, or any approval or certification by City relating to the Project.
<br />This hold harmless agreement applies to all claims for damages, just compensation, restitution,
<br />judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events
<br />referred to in Section 11.5 or due by reason of the terms of, or effects arising from this Second
<br />Amendment or any approval or certification by City relating to the Project, regardless of whether
<br />or not City prepared, supplied or approved this Second Amendment, plans or specifications, or
<br />both, for the Project. Developer further agrees to indemnify, hold harmless, and pay all costs for
<br />the defense of City, including fees and costs for special counsel to be selected by City, regarding
<br />any action by a third party challenging the validity of this Second Amendment or any approval or
<br />certification by City relating to the Project, or asserting that damages, just compensation,
<br />restitution, judicial or equitable relief is due to personal or property rights by reason of the terms
<br />of, or effects arising from this Second Amendment. City may make all reasonable decisions with
<br />respect to its representation in any legal proceeding.
<br />24. Counterparts.
<br />This Second Amendment may be executed in counterparts which, when both of the
<br />parties hereto have signed this Second Amendment, shall constitute an original.
<br />25. Complete Restatement of Development Agreement• Acceptance by
<br />City and Developer.
<br />The Development Agreement, originally adopted on August 21, 1995, as amended by the
<br />First Amendment, and as further amended and completely restated in its entirety by this Second
<br />Amendment, is hereby accepted by City and Developer, and it will be administered in the State
<br />of California, and its validity, construction, and all rights thereunder shall be governed by the
<br />laws of such state.
<br />SMRH:4830-4678-6704.6 -15-
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