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a thorough and prudent investigation of the Project Site. The City and Agency <br />have provided Developer with copies of these soils and geotechnical reports, a <br />list of which is attached as Exhibit C, and copies of which are on file in the office <br />of the City Engineer. <br />2. Developer and City and Agency agree that in the event a claim of <br />Consultant or Contractor results in part from a circumstance described in <br />paragraph 3(E)(1)(a)-(c), above, a proportionate amount of the claim may be paid <br />by City and Agency. Developer further acknowledges that its contractual <br />obligation to indemnify City and Agency extends to claims asserted by <br />Consultants and Contractors seeking compensation for alleged changes or extra <br />work for which the City and Agency are not liable to Developer under this <br />paragraph 3(E). <br />3. City and Agency will not, under any circumstances, be financially or <br />otherwise responsible for Parking Facility Costs arising from material deficiencies <br />in the design or management of the Public Parking Facility or Project. <br />F. Fee as Full Compensation. <br />The Fee payable to Developer as provided in Section 3(D)(2) shall be full <br />compensation to Developer for all of its Services and expenses including, without <br />limitation, wages and salaries, travel, insurance, rent, secretarial and clerical support, <br />duplication and copying, telephone, telegraph and other communication charges, and all <br />other related and unrelated costs and expenses, overhead and profit. Developer shall <br />not be entitled to receive reimbursement or other payment for any overhead or <br />administrative costs or any other expenses of any nature incurred by Developer in <br />performing the Services and obligations under this Agreement. <br />G. Limitation on Payments to Developer. <br />1. Payments to Developer under this Agreement, excluding the Fee, <br />shall not exceed the Not-to-Exceed Parking Facility Cost without the prior written <br />authorization of the City's Project Manager, the City Council and the Agency's <br />Board of Directors. <br />2. No amendment to this Agreement that, individually or collectively, <br />increases the fee or Parking Facility Costs payable by City and Agency <br />Atty/AgrlAgr.147 <br />101403 Final <br />L. Beck <br />11 <br />