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all Other Governmental Agencies, including butriot limited to those agencies referred to in Exhibit B 3.of this AgreetnenC C }It}s the>�ntent o tliiagrh C viet farts @ %' Disretitanary Aprov [s Intl 6. ptt3ptatxon�ictio s by Co '=� ali' ' d v` f aS ADD 11cap and tp ]ts�' tg �,°p� /x�q�sry�yn �]� yk _� ;r SN � ( x i � ly5t .o�C � �+yE +�4iL r1.a'YL penntts � frorri other age( s�, tf%r tiauirty) aYtt��i1uris tc)y]o ; le' or 1d dartt 1S Ilot:lritendtla thioOtxn b vie of t1llS ` T" .1. not oherwtse avatlable is Lt under the Existing Approves and# s Agee 'eiit wi#h respeot`to ,1 matti�s under the.exclusive�urisdfct>on of Other Crovernmeirtal Agefc}es D. To the extent that Developer,may dispute or contest EXactions rmposed by Other Governrrferital Entities ('Disputed Exactions"), and rf Developer is othervuise entitled to:thc adoption of a Reserved..Disc retionary,Approval or Imphernentation Action ty�oiinty, County . , MAY adopt such Reserved Discretionary Approval or Implementing Actionby Countysubectto, Developer's right to contest such Disputed Exactions,subject to the fdllorving con¢itions.that shall be conditions of County's action(Aether.or not expressly stated as'a condition to that action): 1. In all events Developer shall comply with aft lawfully.imposed Exactions of Other Governmental Entities within the time and manner required by said Exactions; and 2. Developer shall defend, indemnify and hold harmless the County.from all attorneys' fees, costs, expenses and claims for liability or damages incurred by County in the event legal actions are brought over said Disputed Exactions or County's adoption of a Reserved Discretionary Approval or Implementation Action involving said Disputed Exactions. III. CONDITIONS OF DEVELOPMENT; SPECIAL DETERMINATIONS REQUIRED- A. In addition to other findings and conditions as may be deemed applicable, no Reserved Discretionary Approval or Implementation Action by County for the planning or development of the Property or any part thereof shall be approved unless the reviewing authority either: (1) makes the following determinations where applicable; or(2) expressly waives such determinations, in whole or in part, as not applicable to the Property or part thereof or the required approval, and stating the reasons therefore with such waiver and the reasons therefore appearing in the record or document of approval. For purposes of this Section III, "Property" shall mean that portion of the Property covered by the particular application or action being considered by the County. The determinations required hereunder need not be separately stated for each Reserved Discretionary Approval and Implementation Action by County but may be included as part of other Reserved Discretionary Approvals and Implementation Actions by County, or may be satisfied by a general determination that the action is consistent with the terms of this Development Agreement and any applicable Subsequent Development Agreement. These determinations are: W02-SFTPD161481145.2 Exhibit C