Agmt23 Peninsula Corridor Joint Powers Board

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REV: 01-17-23 JB iii. Developer’s waivers with regard to City as well as its commitments to the defense and indemnification of City set forth herein shall remain in full force and effect throughout all stages of any lawsuit, claim, or proceeding. iv. In the event of any Third Party Project-Related Challenge, the Parties shall cooperate in defending against such challenge. Each party shall promptly notify the other of any such challenges. Developer shall assist and cooperate at its expense with City in connection with any such challenges. (c) In any action at law or equity or other legal or administrative proceeding arising out of or relating to this Agreement, or City’s review, evaluation, consideration, proceeding or disposition of the Transit District Amendments, including but not limited to any Developer Processing Challenge or any other challenge, neither City nor Developer shall be entitled to damages or other remedies or relief except as expressly set forth in this Agreement. Permitted remedies shall include mandatory or injunctive relief, writ of mandate, specific performance or termination of this Agreement, or a claim for reimbursement of unexpended funds and advanced by Developer to City. Without limiting the generality of the foregoing, neither City nor Developer shall be liable under any circumstances for any direct, indirect, special, compensatory, consequential, punitive or exemplary damages, regardless of whether the claim for damages is based on contract, tort, statute or other basis of liability. (d) Indemnification Survives Termination. The rights and obligations set forth in this Section 5.08 shall survive termination of this Agreement. Section 5.09. Amendment of this Agreement. This Agreement may be amended from time to time, in whole or in part, only by written amendment executed by the Parties. Section 5.10. This Agreement may be executed in two (2) duplicate originals, each of which is an original, but all of which taken together is considered one and the same instrument. Section 5.11. Electronic Signatures. Electronic signatures may be used in place of original signatures on this Agreement. Each Party intends to be bound by the signatures on the electronic document, is aware that the other Parties will rely on the electronic signatures, and hereby waives any defenses to the enforcement of the terms of this Agreement based on the use of an electronic signature. After all Parties agree to the use of electronic signatures, all Parties must sign the document electronically. [Signature Page Follows] ATTY/AGR.2022.391/Joint Powers Board (Transit District Amendments) (Page 6 of 7)