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<br />Section 2.01. Reimbursable Legal Services. Developer agrees to advance to City the <br />reasonable costs of special counsel legal services retained by City in conjunction with City's <br />preparation and consideration of the Project EIR and the Project Entitlements ("Reimbursable <br />Legal Services"). Reimbursable Legal Services do not include legal costs or attorneys' fees <br />incurred as a result of a claim for legal or equitable relief asserted by Developer against City or <br />by City against Developer, including any court or administrative action asserting such a claim. <br /> <br />Section 2.02. Reimbursable Legal Services Budgets and Ouarterly Reports. Upon <br />execution of this Agreement, and each year thereafter, Developer and City agree to meet and <br />confer in order to develop a budget to identify expected Reimbursable Legal Services. The <br />Parties agree that each annual budget will be subject to quarterly budget reviews to be conducted <br />by City and Developer to accommodate any budget adjustments deemed necessary by both City <br />and Developer. City further agrees to establish a "Reimbursable Legal Services Account," into <br />which Developer will make deposits periodically (or upon funding requests made by City) to <br />cover expected Reimbursable Legal Services in accordance with the approved budget. City <br />agrees to provide Developer with quarterly reports of all activity in the Reimbursable Legal <br />Services Account. City shall refund Developer any funds remaining in the Reimbursable Legal <br />Services Account within ten (10) days following certification of the Project EIR or termination of <br />this Agreement, whichever first occurs. <br /> <br />Section 2.03. Attorneys Providing Reimbursable Legal Services. City shall enter into <br />written legal services agreements with attorneys before they provide Reimbursable Legal <br />Services. Attorneys providing Reimbursable Legal Services will report to City. <br /> <br />ARTICLE 3. MISCELLANEOUS PROVISIONS. <br /> <br />Section 3.01. Amendment of This Agreement. This Agreement may be amended from <br />time to time, in whole or in part, by mutual written consent of the Parties or their successors in <br />interest. The City Manager of City may execute any such amendment on City's behalf. <br /> <br />Section 3.02. Excusable Delays~ Extension of Time of Performance. In the event of <br />delays due to strikes, inability to obtain materials, civil commotion, fire, war, terrorism, lockouts, <br />riots, floods, earthquakes, epidemic, quarantine, freight embargoes, failure of contractors to <br />perform, or other circumstances beyond the reasonable control of the Parties and which cause <br />substantially interferes with the ability of either party to perform its obligations under this <br />Agreement, then the time for performance of any such obligation shall be extended for such <br />period of time as the cause of such delay shall exist but in any event not longer than for such <br />period of time. <br /> <br />Section 3.03. California Law. This Agreement shall be governed by, and construed in <br />accordance with, the laws of the State of California. <br /> <br />Section 3.04. Default and Remedies. City and Developer acknowledge that, in the event <br />of a breach of this Agreement, it may not be possible to calculate an appropriate amount of <br />damages, and that damages may not be an adequate remedy. Accordingly, the Parties have <br />available to them any all equitable remedies in the event of a breach of this Agreement, including <br /> <br />A TTY / AGR/2009.033 <br />071609 <br /> <br />2 <br />