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(c) Scope of Amendment. An amendment to this Agreement may properly address <br />new impacts, if any, resulting from the proposed amendment and shall not serve <br />as an opportunity for City to revisit vested rights unrelated to such amendment. <br />Section 5.03 Cooperation in Event of Legal Challenge. In the event of an administrative, legal <br />or equitable action or other proceeding instituted by any person not a parry to this Agreement <br />challenging the validity of this Agreement or any Project Approval or Subsequent Approval, the <br />parties shall cooperate in defending such action or proceeding. The parties shall use best efforts <br />to select mutually agreeable legal counsel to defend such action, and Developer shall pay <br />compensation for such legal counsel; provided, however, that such compensation shall include <br />only compensation paid to counsel not otherwise employed as City staff and shall exclude, <br />without limitation, City Attorney time and overhead costs and other City staff overhead costs and <br />normal day -to -day business expenses incurred by City. Developer's obligation to pay for legal <br />counsel shall not extend to fees incurred on appeal unless otherwise authorized by Developer. In <br />the event City and Developer are unable to select mutually agreeable legal counsel to defend <br />such action or proceeding, each party may select its own legal counsel at its own expense. <br />Section 5.04 Defaults. In the event City or Developer defaults under the terms of this <br />Agreement, City or Developer shall have all rights and remedies provided under law. No default <br />hereunder shall render invalid the lien of any deed of trust, mortgage or security interest in or <br />upon the Project Site or any improvements or fixtures at any time located thereon. <br />Section 5.05 Periodic Review. Throughout the Term of this Agreement, at least once every <br />twelve (12) months following the execution of this Agreement, City shall review the extent of <br />good -faith compliance by Developer with the terms of this Agreement. <br />Section 5.06 California Law. This Agreement shall be construed and enforced in accordance <br />with California Law. <br />Section 5.07 Attorneys . In any legal action or other proceeding brought by either party to <br />enforce or interpret a provision of this Agreement, the prevailing party is entitled to reasonable <br />attorne'y's fees and any related costs incurred in that proceeding in addition to any other relief to <br />which it is entitled. <br />Section 5.08 Severability. If any term or provision of this Agreement, or the application of any <br />term or provision of this Agreement to a particular situation, is held by a court of competent <br />jurisdiction to be invalid, void or unenforceable, the remaining terms and provisions of this <br />Agreement, or the application of this Agreement to other situations, shall continue in full force <br />and effect unless amended or modified by mutual consent of the parties. <br />Section 5.09 Covenants Running with the Land. All of the provisions contained in this <br />Agreement shall be binding upon the parties and their respective heirs, successors and assigns, <br />representatives, lessees, and all other persons acquiring all or a portion of the Project, or any <br />interest: therein, whether by operation of law or in any manner whatsoever. All of the provisions <br />contained in this Agreement shall be enforceable as equitable servitudes and shall constitute <br />covenants running with the land pursuant to California law including, without limitation, <br />California Civil Code section 1468. This Agreement shall be binding on Pleasanton Gateway, <br />-10- <br />