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<br /> 27 <br /> <br /> <br />8.5. Technical Amendments. <br />City agrees to reasonably consider and approve interpretations and/or technical <br />amendments to the provisions of this Agreement that are required by lenders for the acquisition <br />and construction of the improvements on the Property or any refinancing thereof and to <br />otherwise cooperate in good faith to facilitate Developer’s negotiations with lenders. <br />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, without <br />limitation of City’s obligations under this Agreement, any development moratorium or any <br />action of other public agencies that regulate land use, development or the provision of services <br />prevents, prohibits or delays construction of the Project, enemy action, civil disturbances, wars, <br />terrorist acts, fire, unavoidable casualties, litigation involving this Agreement or the Project <br />Approvals, or any other cause beyond the reasonable control of Developer which substantially <br />interferes with carrying out the development of the Project. Such extension(s) of time shall not <br />constitute an Event of Default and shall occur at the request of any Party. In addition, the Term <br />of this Development Agreement and any subdivision map or any of the other Project Approvals <br />shall not include any period of time during which (i) a development moratorium including, but <br />not limited to, a water, sewer, or other public utility moratorium, is in effect; (ii) the actions of <br />public agencies that regulate land use, development or the provision of services to the Property <br />prevent, prohibit or delay either the construction, funding or development of the Project or <br />(iii) there is any mediation, arbitration; litigation or other administrative or judicial proceeding <br />pending involving the Vested Elements, or Project Approvals. The Term of the Project <br />Approvals shall therefore be extended by the length of any development moratorium or similar <br />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