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<br />ATTY/AGR/2022.389/HARBOR VIEW PROJECT DEVELOPMENT AGREEMENT
<br />REV: 10-28-2022 VR 17
<br />Agreement, such New City Law shall not apply to the Property or Project; provided, however, the
<br />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 subdivision
<br />maps, use permits, building permits, or other entitlements to use that are approved or to be
<br />approved, issued, or granted by City shall apply to the Property or Project. Developer agrees and
<br />understands that City does not have authority or jurisdiction over any other public agency’s ability
<br />to grant governmental approvals or permits or to impose a moratorium or other limitation that may
<br />affect the Project. City shall reasonably cooperate with Developer and, at Developer’s expense,
<br />shall undertake such actions as may be necessary to ensure that this Agreement remains in full
<br />force and effect. City, except to submit to vote of the electorate initiatives and referendums
<br />required by Applicable Law to be placed on a ballot and fulfill any legal responsibility to defend
<br />a ballot measure passed by its voters, shall not support, adopt, or enact any New City Law, or take
<br />any other action which would violate the express provisions or spirit and intent of this Agreement.
<br />Section 5.6 Timing of Development. 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, the
<br />timing of development resulted in a later-adopted initiative restricting the timing of development
<br />to prevail over such parties’ agreement, it is the desire of the Parties hereto to avoid that result.
<br />Notwithstanding the adoption of an initiative after the Effective Date by City’s electorate to the
<br />contrary, the Parties acknowledge that, except as otherwise provided for in the Existing Approvals
<br />and this Agreement, Developer shall have the vested right (but not the obligation) to develop the
<br />Project in such order and at such rate and at such times as Developer deems appropriate in the
<br />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 to
<br />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 />meet and confer in good faith in order to determine whether such provisions of this Agreement
<br />shall be modified or suspended, or performance thereof delayed, as may be necessary to comply
<br />with Changes in the Law. Following the meeting between the Parties, the provisions of this
<br />Agreement may, to the extent feasible, and upon mutual agreement of the Parties, be modified or
<br />suspended, but only to the minimum extent necessary to comply with such Changes in the Law.
<br />In such event, this Agreement together with any required modifications shall continue in full force
<br />and effect. In the event that the Changes in the Law operate to frustrate irremediably and materially
<br />the vesting of development rights to the Project as set forth in this Agreement, Developer may
<br />terminate this Agreement by Notice to City. Nothing in this Agreement shall preclude Developer
<br />from contesting by any available means (including administrative or judicial proceedings) such
<br />Changes in the Law or their applicability to the Project and, in the event that such challenge is
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