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ARTICLE 9.
<br />MISCELLANEOUS PROVISIONS
<br />9.1. Limitation on Liability
<br />Notwithstanding anything to the contrary contained in this Development Agreement, in
<br />no event shall: (a) any partner, officer, director, member, shareholder, employee, affiliate,
<br />manager, representative, or agent of Developer or any general partner of Developer or its general
<br />partners be personally liable for any breach of this Development Agreement by Developer, or for
<br />any amount which may become due to City under the terms of this Development Agreement; or
<br />(b) any member, officer, agent or employee of City be personally liable for any breach of this
<br />Development Agreement by City or for any amount which may become due to Developer under
<br />the terms of this Development Agreement.
<br />9.2. Force Majeure
<br />The Term of this Development Agreement and the Project Approvals and the time within
<br />which Developer shall be required to perform any act under this Development Agreement shall
<br />be extended by a period of time equal to the number of days during which performance of such
<br />act is delayed unavoidably and beyond the reasonable control of the Party seeking the delay by
<br />strikes, lock -outs and other labor difficulties, Acts of God, inclement weather, failure or inability
<br />to secure materials or labor by reason of priority or similar regulations or order of any
<br />governmental or regulatory body, changes in local, state or federal laws or regulations, any
<br />development moratorium or any action of other public agencies that regulate land use,
<br />development or the provision of services prevents, prohibits or delays construction of the Project,
<br />enemy action, civil disturbances, wars, terrorist acts, fire, unavoidable casualties, litigation
<br />involving this Agreement or the Project Approvals, or any other cause beyond the reasonable
<br />control of Developer which substantially interferes with carrying out the development of the
<br />Project, Such extension(s) of time shall not constitute an Event of Default and shall occur at the
<br />request of any Party. In addition, the Term of this Development Agreement and any subdivision
<br />map or any of the other Project Approvals shall not include any period of time during which (i) a
<br />development moratorium including, but not limited to, a water or sewer moratorium, is in effect;
<br />(ii) the actions of public agencies that regulate land use, development or the provision of services
<br />to the Property prevent, prohibit or delay either the construction, funding or development of the
<br />Project or (iii) there is any mediation, arbitration; litigation or other administrative or judicial
<br />proceeding pending involving the Vested Elements, or Project Approvals. The Term of the
<br />Project Approvals shall therefore be extended by the length of any development moratorium or
<br />similar action; the amount of time any actions of public agencies prevent, prohibit or delay the
<br />construction, funding or development of the Project or prevents, prohibits or delays the
<br />construction, funding or development of the Project; or the amount of time to finally resolve any
<br />mediation, arbitration, litigation or other administrative or judicial proceeding involving the
<br />Vested Elements, or Project Approvals. Furthermore, in the event the issuance of a building
<br />permit for any part of the Project is delayed as a result of Developer's inability to obtain any
<br />other required permit or approval, then the Term of this Development Agreement shall be
<br />extended by the period of any such delay.
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