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Map Act. The Parties agree that in the event of any conflict between the provisions of this
<br />Agreement and the VTTM, this Agreement shall control. If this Agreement expires or is earlier
<br />terminated in accordance with its terms, the VTTM shall remain in effect for its remaining life, if
<br />any, in accordance with the Subdivision Map Act; provided, however, the Parties agree that the
<br />vested elements of the VTTM shall have no further force or effect following such expiration or
<br />earlier termination of this Agreement. The Parties' agreements in the foregoing sentence shall
<br />survive the expiration or earlier termination of this Agreement.
<br />Section 5.5 Initiatives. If any New City Law is enacted or imposed by a citizen -
<br />sponsored initiative or referendum, which New City Law would conflict with the Project
<br />Approvals or this Agreement or reduce the development rights or assurances provided by this
<br />Agreement, such New City Law shall not apply to the Property or Project; provided, however,
<br />the Parties acknowledge that City's approval of this Agreement is a legislative action subject to
<br />referendum. Without limiting the generality of the foregoing, no moratorium or other limitation
<br />(whether relating to the rate, timing, phasing or sequencing of development) affecting
<br />subdivision maps, use permits, building permits, or other entitlements to use that are approved or
<br />to be approved, issued, or granted by City shall apply to the Property or Project. Developer
<br />agrees and understands that City does not have authority or jurisdiction over any other public
<br />agency's ability to grant governmental approvals or permits or to impose a moratorium or other
<br />limitation that may affect the Project. City shall reasonably cooperate with Developer and, at
<br />Developer's expense, shall undertake such actions as may be necessary to ensure that this
<br />Agreement remains in full force and effect. City, except to submit to vote of the electorate
<br />initiatives and referendums required by Applicable Law to be placed on a ballot and fulfill any
<br />legal responsibility to defend a ballot measure passed by its voters, shall not support, adopt, or
<br />enact any New City Law, or take any other action which would violate the express provisions or
<br />spirit and intent of this Agreement.
<br />Section 5.6 Timing of Develapment. Developer shall have the vested right to develop
<br />the Project in such order, at such rate, and at such times as Developer deems appropriate in the
<br />exercise of its business judgment. In particular, and not in any limitation of any of the foregoing,
<br />since the California Supreme Court held in Pardee Construction Co. v. City of Camarillo, 37
<br />Cal.3d 465 (1984), that the failure of the parties therein to consider, and expressly provide for,
<br />the timing of development resulted in a later -adopted initiative restricting the timing of
<br />development to prevail over such parties' agreement, it is the desire of the Parties hereto to avoid
<br />that result. Notwithstanding the adoption of an initiative after the Effective Date by City's
<br />electorate to the contrary, the Parties acknowledge that, except as otherwise provided for in the
<br />Existing Approvals and this Agreement, Developer shall have the vested right (but not the
<br />obligation) to develop the Project in such order and at such rate and at such times as Developer
<br />deems appropriate in the exercise of its business judgment.
<br />Section 5.7 Changes in the Law. As provided in Section 65869.5 of the Development
<br />Agreement Law, this Agreement shall not preclude the applicability to the Project of changes in
<br />laws, regulations, plans, or policies, to the extent that such changes are specifically mandated and
<br />required by changes in State or Federal laws or by changes in laws, regulations, plans, or policies
<br />of special districts or other governmental entities, other than City, created or operating pursuant
<br />to the laws of the State of California ("Changes in the Law"). In the event Changes in the Law
<br />prevent or preclude compliance with one or more provisions of this Agreement, the Parties shall
<br />ATTY/AGR/2022.389/HARBOR VIEW PROJECT DEVELOPMENT AGREEMENT
<br />REV: 10-28-2022 VR
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