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~'~extra work unless the additional cost is the result of one of the following: a) an affirmative change in the scope of Services initiated in a writing signed by the City Manager and Executive Director, or b) a change in Services that is required by regulatory authorities (including inspections) that could not reasonably have been inferred from local practices or circumstances, or c) an order by the City and/or Agency stopping work on the Public Parking Facility for any reason unrelated to the performance of Developer or Developer's Contractors. Subject to the preceding sentence, the City and Agency will not be responsible for Costs of the Work or other costs associated with the Public Parking Facility, including but not limited to costs arising from unforeseen conditions at the project Site, deficiencies in the design or management of the Public Parking Facility or Project or delays in completion of the Public Parking Facility or Project, that exceed the Not-to-Exceed Parking Facility Cost. 2. Developer, City and Agency agree that in the event a claim of Consultant or Contractor results in part from a circumstance described in paragraph 3(E)(1), above, a proportionate amount of the claim may be paid by City and Agency. Developer further acknowledges that its contractual obligation to indemnify City and Agency extends to claims asserted by Consultants and Contractors seeking compensation for alleged changes or extra work for which the City and Agency are not liable to Developer under this paragraph 3(E). 3. City and Agency will not, under any circumstances, be financially or otherwise responsible for Parking Facility Costs arising from deficiencies in the design or management of the Public Parking Facility or Project. 8. Section 3.G.3 (new) -~ Limitation on Payments to Developer -the following language is added to this section: 3. Developer shall accept the amount paid by City and Agency for actual Parking Facility Costs, plus the Developer's Fee, as defined in Section 3.D.2 of-the Agreement, as full compensation for all costs, expenses, fees, and other financial obligations Developer, its Contractors and Consultants incur in connection with the Downtown Public Parking Facility, including but not limited to the Cost of the Work, 770727v16 33786/0001 7 .~