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or other administrative or judicial proceeding involving the Project Approvals or this Agreement, <br />including without limitation any extension authorized by Government Code Section 66463.5(e) <br />(each a "Farce Majeure Delay"). Developer's inability or failure to obtain financing shall not be <br />deemed to be a cause outside the reasonable control of the Developer and shall not be the basis for <br />a Force Majeure Delay or any other excused delay under the terms of this Agreement. <br />E. Extension of Times of Performance for Force Majeure Delay. An <br />extension of time for any Force Majeure Delay shall be for the period of the enforced delay and <br />shall commence to run from the time of the commencement of the cause, if Notice (as defined in <br />Section 13.5) by the Party claiming such extension is sent to the other Party within sixty (60) days <br />of the commencement of the cause and provided that the Party claiming a delay avails itself of any <br />available remedies. if Notice is sent after such sixty (60) day period, then the extension shall <br />commence to run no sooner than sixty (60) days prior to the giving of such Notice. Times of <br />performance under this Agreement may also be extended in writing by the mutual agreement of <br />the City Manager and Developer, provided that the same does not affect the Term of this <br />Agreement. <br />F. Effect of Termination. Upon the expiration of the Term, this <br />Agreement shall be deemed terminated and of no further force and effect, subject, however, to the <br />provisions set forth in Section 11.7 ("Surviving Provisions") below. <br />Section 3.3 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 <br />necessary powers under the laws of the State of California to enter into and perform the <br />undertakings and obligations of City under this Agreement. <br />B. The execution and delivery of this Agreement and the performance <br />of the obligations of City hereunder have been duly authorized by all necessary City Council action <br />and 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 />D. The foregoing representations and warranties are made as of the <br />Agreement Date. During the Term of this Agreement, City shall, upon learning of any fact or <br />condition which would cause any of the warranties and representations in this Section 3.3 not to <br />be true, immediately give written Notice of such fact or condition to Developer. <br />Section 3.4 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 <br />the State of California and is authorized to do business in California and has all necessary powers <br />16 <br />ATTY/AGR/2024.193 - GATEKEEPER 6A -1900 BROADWAY <br />REV: 10-22-24 VR <br />