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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 numbered 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 shall hold City, its officers, agents, employees, consultants, <br />special counsel, and representatives harrmless 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 />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 therermder <br />shall be governed by the laws of such state. <br />-14- <br />