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D. Developer has not: 1) made a general assignment for the benefit of
<br />creditors; 2) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary
<br />petition by Developer’s creditors; 3) suffered the appointment of a receiver to take possession of
<br />all, or substantially all, of Developer’s assets; 4) suffered the attachment or other judicial seizure
<br />of all, or substantially all, of Developer’s assets; 5) admitted in writing its inability to pay its debts
<br />as they come due; or 6) made an offer of settlement, extension, or composition to its creditors
<br />generally.
<br /> E. The foregoing representations and warranties are made as of the
<br />Agreement Date. During the Term of this Agreement, Developer shall, upon learning of any fact
<br />or condition which would cause any of the warranties and representations in this Section 3.4 not
<br />to be true, immediately give written Notice of such fact or condition to City.
<br />ARTICLE 4. DEVELOPMENT OF PROPERTY
<br />Section 4.1 Definitions. For purposes of this Article and the Agreement, the following
<br />terms are defined as follows and other defined terms in the Agreement are marked by bold lettering
<br />and capitalization:A. Applicable City Regulations. “Applicable City Regulations” means:
<br /> 1. The City’s development standards for the Property,
<br />including the permitted uses and zoning classifications, maximum density, and/or total number of
<br />residential units, the intensity of use, the maximum height and size of the proposed buildings,
<br />provisions for reservation or dedication of land for public purposes, the terms, conditions,
<br />restrictions, and requirements for subsequent discretionary actions, the provisions of public
<br />improvements and financing of public improvements, and other terms and conditions of
<br />development as set forth in the General Plan, the DTPP, the City’s Charter, Municipal Code and
<br />Zoning Ordinance, and other City rules, regulations, ordinances, and official policies applicable to
<br />the Project on the Effective Date;
<br /> 2. All State and Federal laws and regulations applicable to the
<br />Property and the Project as enacted, adopted, and amended from time to time.
<br /> 3. Any New City Laws that do not Conflict with the Project
<br />Approvals or this Agreement, provided that such New City Laws are uniformly applied on a
<br />Citywide basis to all substantially similar types of development projects and properties.
<br />a. As used in this Agreement, “New City Laws” means
<br />and includes any ordinances, resolutions, orders, rules, official policies, standards, specifications,
<br />guidelines, or other regulations, which are promulgated or adopted by City (including but not
<br />limited to any City Council, Board, Commission, officer or employee) or its or their electorate
<br />(through the power of initiative, referendum or otherwise) after the Effective Date.
<br />b. For purposes of this section, the word “Conflict”
<br />means a modification to the Project Approvals or this Agreement that purport to: (i) limit the
<br />permitted uses of the Property, the density and intensity of use (including but not limited to floor
<br />area ratios of buildings), or the maximum height and size of proposed buildings; (ii) impose
<br />requirements for reservation or dedication of land for public purposes or requirements for
<br />infrastructure, public improvements, or public utilities, other than as provided in the Project
<br />ATTY/ORD.0002/CC ORD APPROVING DEVELOPMENT AGREEMENT (901 EL CAMINO REAL) - EXHIBIT A
<br />REV: 04-23-25 VR
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