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21. Exhibits
<br />All exhibits to the Second Amendment are attached hereto and incorporated herein as if
<br />fully set forth herein, and in the event of any duplicative mnmbered or lettered exhibits, all
<br />exhibits to this Second Amendment shall supersede and replace any previous exhibits.
<br />22. Hold Harmless
<br />Developer agrees to and slrall 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 comiection 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 farther 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. Citymay make all reasonable decisions with
<br />respect to its representation in any legal proceeding.
<br />23. This Second Amendment may be executed in counterparts which, when both of
<br />the parties hereto have signed this Second Amendment, shall constitute an original.
<br />24, The Development Agreement, originally adopted on August 21, 1995, as
<br />amended by the First Amendment, and as further amended and completely restated in its entirety
<br />by this Second Amendment, is hereby accepted by City and Developer, and it will be
<br />administered in the State of California, and its validity, constriction, and all rights thereunder
<br />shall be governed by the laws of such state.
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