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regulations or order of any governmental or regulatory body; changes in local, state, or federal <br />laws or regulations; any development moratorium or any action of other public agencies that <br />regulate land use, development, or the provision of services that prevents, prohibits, or delays <br />construction of the Project, including without limitation any extension authorized by <br />Government Code Section 66463.5(d); or enemy action; civil disturbances; wars; terrorist acts; <br />fire; unavoidable casualties; mediation, arbitration, litigation, or other administrative or judicial <br />proceeding involving the Project Approvals or this Agreement, including without limitation any <br />extension authorized by Government Code Section 66463.5(e) (each a "Force Majeure Delay"). <br />An extension of time for any such cause shall be for the period of the enforced delay and shall <br />commence to run from the time of the commencement of the cause, if Notice (as defined in <br />Section 14.5) by the Party claiming such extension is sent to the other Party within sixty (60) <br />days of the commencement of the cause. If Notice is sent after such sixty (60) day period, then <br />the extension shall commence to run no sooner than sixty (60) days prior to the giving of such <br />Notice. Times of performance under this Agreement may also be extended in writing by the <br />mutual agreement of the City Manager and Developer. Developer's inability or failure to obtain <br />financing shall not be deemed to be a cause outside the reasonable control of the Developer and <br />shall not be the basis for an excused delay. <br />Section 4.3 City Representations and Warranties. City represents and warrants to <br />Developer that: <br />A. City is a charter city and municipal corporation, and has all necessary <br />powers under the laws of the State of California to enter into and perform the undertakings and <br />obligations of City under this Agreement. <br />B. The execution and delivery of this Agreement and the performance of the <br />obligations of City hereunder have been duly authorized by all necessary City Council action and <br />all necessary approvals have been obtained. <br />C. This Agreement is a valid obligation of City and is enforceable in <br />accordance with its terms. <br />The foregoing representations and warranties are made as of the Agreement Date. <br />During the Term of this Agreement, City shall, upon learning of any fact or condition which <br />would cause any of the warranties and representations in this Section 4.3 not to be true, <br />immediately give written Notice of such fact or condition to Developer. <br />Section 4.4 Developer Representations and Warranties. Developer represents and <br />warrants to City that: <br />A. Developer is duly organized and validly existing under the laws of the <br />State of Delaware and is authorized to do business in California and has all necessary powers to <br />own property interests and in all other respects enter into and perform the undertakings and <br />obligations of Developer under this Agreement. <br />B. The execution and delivery of this Agreement and the performance of the <br />obligations of Developer hereunder have been duly authorized by all necessary company action <br />and all necessary member approvals have been obtained. <br />ATTY/AGR/2022.389/HARBOR VIEW PROJECT DEVELOPMENT AGREEMENT <br />REV: 10-28-2022 VR <br />14 <br />