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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 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 4.7 Timing of Development. Except as otherwise provided for in the Project
<br />Approvals and this Agreement, Developer shall have the vested right to develop the Project in such
<br />order, at such rate, and at such times as Developer deems appropriate in the exercise of its business
<br />judgment. In particular, and not in any limitation of any of the foregoing, since the California
<br />Supreme Court held in Pardee Construction Co. v. City of Camarillo, 37 Cal.3d 465 (1984), that
<br />the failure of the parties therein to consider, and expressly provide for, the timing of development
<br />resulted in a later -adopted initiative restricting the timing of development to prevail over such
<br />parties' agreement, it is the desire of the Parties hereto to avoid that result. Notwithstanding the
<br />adoption of an initiative after the Effective Date by City's electorate to the contrary, the Parties
<br />acknowledge that, except as otherwise provided for in the Project Approvals and this Agreement,
<br />Developer shall have the vested right (but not the obligation) to develop the Project in such order
<br />and at such rate and at such times as Developer deems appropriate in the exercise of its business
<br />judgment.
<br />Section 4.8 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 />all
<br />ATTY/AGR/2024.193-GATEKEEPER DA -1900 BROADWAY
<br />REV: 10-22-24 VR
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