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Exhibit "D"
<br />default where delays in performance or failures to perform are due to, and a
<br />necessary outcome of, war, insurrection, strikes or other labor disturbances,
<br />walk-outs, riots, floods, earthquakes, fires, casualties, acts of God, restrictions
<br />imposed or mandated by other governmental entities (including new or
<br />supplemental environmental regulations), enactment of conflicting state or
<br />federal laws or regulations, judicial decisions, or similar basis for excused
<br />performance which is not within the reasonable control of the party to be
<br />excused. Litigation attacking the validity of this Agreement or any of the Project
<br />Approvals or Subsequent Approvals, or any permit, ordinance, entitlement or
<br />other action of a governmental agency other than City necessary for the
<br />development of the Project pursuant to this Agreement, or Developer's inability
<br />to obtain materials, power or public facilities (such as water or sewer service) to
<br />the Project, shall be deemed to create an excusable delay as to Developer. Upon
<br />the request of either party hereto, an extension of time for the performance of any
<br />obligation whose performance has been so prevented or delayed will be
<br />memorialized in writing. The term of any such extension shall be equal to the
<br />period of the excusable delay, or longer, as may be mutually agreed upon.
<br />Section 10.05. Legal Action. Either party may, in addition to any other rights or
<br />remedies, institute legal action to cure, correct, or remedy any default, enforce
<br />any covenant or agreement herein, enjoin any threatened or attempted violation
<br />thereof, recover damages for any default, enforce by specific performance the
<br />obligations and rights of the parties hereto, or to obtain any remedies consistent
<br />with the purpose of this Agreement.
<br />Section 10.06. California Law. This Agreement shall be construed and enforced in
<br />accordance with the laws of the State of California.
<br />Section 10.07. Resolution of Disputes. With regard to any dispute involving
<br />development of the Project, the resolution of which is not provided for by this
<br />Agreement or Applicable Law, Developer shall, at City's request, meet with
<br />City. The parties to any such meetings shall attempt in good faith to resolve any
<br />such disputes. Nothing in this Section 10.08 shall in any way be interpreted as
<br />requiring that Developer and City and/or City's designee reach agreement with
<br />regard to those matters being addressed, nor shall the outcome of these meetings
<br />be binding in any way on City or Developer unless expressly agreed to by the
<br />parties to such meetings.
<br />Section 10.08. Attorneys' Fees. In any legal action or other proceeding brought by
<br />either party to enforce or interpret a provision of this Agreement, the prevailing
<br />party is entitled to reasonable attorneys' fees and any other costs incurred in that
<br />proceeding in addition to any other relief to which it is entitled.
<br />Section 10.09. Hold Harmless. Developer shall hold City and its elected and
<br />appointed officers, agents, employees, and representatives harmless from claims,
<br />costs, and liabilities for any personal injury, death, or property damage which is a
<br />result of the construction of the Project, or of operations performed under this
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