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7B <br /> Page 6 <br /> .�.TTACHMEI�TT 2 <br /> Section 2.�1. Reimbursable Le�„al Services. Developer agrees to advance to City the <br /> reasonabl� costs of special coun.sel legal services r�tained by Cit}� in conjunction with City's <br /> preparalion and consxderation of the Project EI.R and tlae Project Enti.tiements ("Reimbursable <br /> Legal Services"}. R�imbursable Legal Se�-vices do not include legal costs or attomeys' fees <br /> incurred as a resu�t of a elain� for 1ega1 or equitabl.e rel.i.ef asserted by Devel.op�r against City or <br /> by City against Developer, including any court or administra�ive action asserting such a claim. <br /> Section 2.02. Reimbursable Leg„al Services Bud�ets and Qu.ax-terly Reports. Upon <br /> execution of this Agreement, and each year thcreafter, De�eloper a��d City agree to meet and <br /> confer in order to develop a budget to identi.fy expected Reimbursable Le�ai Services. The <br /> Parties agree tl�at each a.nnual budget wi.il be subject to quarterly budget reviews to be conducted <br /> t�y City a.n.d Developer to accom�.nod.ate any budget acijustments aeemed necessa�ty ny both City <br /> and Developer. City further agrees to establisll a "Rezmbursable Legal Se�-vices Accoun.t," into <br /> which Developer will make deposits periodical.ly {or u�on funding rcquests made by Ci1:y) to <br /> caver expccted Reimbursable L�gai Services in accorda��ce w�th the approyed budget. City <br /> a�rees io provide De�reloper with quarterly reports of al.l acti�ity in the Reimbursabie Legal <br /> Se�-vices Account. Ci.ty shal.l refund Developer any fi�nds �remaii�ing in the Reimbursable Legal <br /> Sei-vices Account within ten(1�) days foliowing certification of the Proje�t EIR or termination of. <br /> thi.s Agreemenl,whichever f rst occurs. <br /> Section 2.03. Attorneys P�rovidin� Rexm.bursable Le�al Services. Ciiy shali entcr into <br /> written l.egal ser�iees agreements with at�orneys before they provide Rei�nbur.sable Legal. <br /> Seivices. Attorneys prov�ding Rei.mbursaUle Legal Services will.report fio City. <br /> ARTICLE 3. l�I�S�ELL�NEQL'S PR(3VISIUI�'S. <br /> Section 3.41. Ame�ldment of This Agr.eenaent. 'I'h.is Agreement may be amended from <br /> ti;ne to tiine, in whole or in part, by mutual written con.sen.t of the Parties or their successors in <br /> interesi.. The City Manager of City may execute any su.ch amendment on City's behalf <br /> Section 3.02. Excusable Delays� Extension of Ti.me of. Performance. Ia�. the event of <br /> delays due to st�ik.es, inabili#y to obtain materials, civi.l commotion, fre, war, ten-orism, iockouts, <br /> riots, floods, earthqua.kes, epi.d.enaic, quaranti.ne, freight embar�;oes, failure of contractors to <br /> perfozm, or other circumstanccs beyond the reasonable conlrol of the Parties and which cause <br /> substantial�y interferes wiih the abil.ity of either party to perform its obligatiox�s under this <br /> Agreement, then the time for pErformance of any such obli.gation sha.il be extended for such <br /> period of tune as the cause of such delay shall exist but in any event not ionger than for such <br /> period of:time. <br /> Sectio�-� 3.03. California Law. This Agreeme��t shall be governed by, and const�rued i.n <br /> accordan.cc with., thc laws of��e 5tate of Caiif.onaia. <br /> Section 3.44. Defaul�. and Remedies. City and Developer acknowledge that, in the even.t <br /> of a hreach. of tizis Agreement, �t �n�y� r�at be possible to calculate an appro�riate arto�a��t af <br /> damages, and that damages may not be an adequate remedy. Accordin.gly, the Farties have <br /> availavle to them any ali equitable remedies in the event of a breach of�his Agreem.ent, including <br /> ATTY/AGR/200�.033 2 <br /> Q71609 <br />