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City, on the other hand, for themselves, their successors and assignees, hereby release one
<br /> another's officers, trustees, directors, agents and employees from any and all claims, demands,
<br /> actions, or suits of any kind or nature arising out of any liability, known or unknown, present or
<br /> future, including, but not limited to, any claim or liability, based or asserted, pursuant to Article
<br /> I, Section 19 of the California Constitution, the Fifth and Fourteenth Amendments of the United
<br /> States Constitution, or any other law or ordinance which seeks to impose any money damages,
<br /> whatsoever, upon the Parties because the Parties entered into this Agreement, because of the
<br /> terms of this Agreement, or because of the manner of implementation or performance of this
<br /> Agreement.
<br /> 6.4 Enforced Delay; Extension of Time of Performance.
<br /> No Party shall be deemed in default of its obligations under this Agreement where a delay or
<br /> default is due to an act of God, natural disaster, accident, breakage or failure of equipment,
<br /> enactment of conflicting federal or state laws or regulations, third-party litigation, strikes,
<br /> lockouts or other labor disturbances or disputes of any character, interruption of services by
<br /> suppliers thereof, unavailability of materials or labor, unforeseeable and severe economic
<br /> conditions, rationing or restrictions on the use of utilities or public transportation whether due to
<br /> energy shortages or other causes, war, civil disobedience, riot, or by any other severe and
<br /> unforeseeable occurrence that is beyond the control of that Party (collectively, "Enforced
<br /> Delay"). Performance by a Party of its obligations under this Section 6.4 shall be excused
<br /> during, and extended for a period of time equal to, the period (on a day-for-day basis) for which
<br /> the cause of such Enforced Delay is in effect.
<br /> 6.5 Third Party Legal Actions.
<br /> (a) If there are any third party administrative, legal or equitable actions challenging
<br /> any of the Project Approvals, including, without limitation, this Agreement and all CEQA
<br /> processes and actions by City relating to the Project, Developer shall defend and indemnify City
<br /> against any and all fees and costs arising out of the defense of such actions, including the fees
<br /> and costs of City's own in-house or special counsel retained to protect City's interests. Each
<br /> Party is entitled to legal counsel of its choice, at Developer' expense. The Parties and their
<br /> respective counsel shall cooperate with each other in the defense of any such actions, including
<br /> in any settlement negotiations. If a court in any such action awards any form of money damages
<br /> to such third party, or any attorneys' fees and costs to such third party, Developer shall bear full
<br /> and complete responsibility to comply with the requirements of such award, and hereby agrees to
<br /> timely pay all fees and costs on behalf of City.
<br /> (b) If any part of this Agreement or any Project Approval is held by a court of
<br /> competent jurisdiction to be invalid, the Parties shall cooperate and use their best efforts, to the
<br /> extent permitted by law, to cure any inadequacies or deficiencies identified by the court in a
<br /> manner consistent with the purposes of this Agreement.
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