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<br /> 18 <br /> <br /> <br />mutual agreement of the Parties, be modified or suspended but only to the minimum extent <br />necessary to comply with such new law or regulation. If such amendment or change is <br />permissive (as opposed to mandatory), this Development Agreement shall not be affected by <br />same unless the Parties mutually agree in writing to amend this Development Agreement to <br />permit such applicability. Developer and/or City shall have the right to challenge any new law <br />or regulation preventing compliance with the terms of this Agreement, and in the event such <br />challenge is successful, this Agreement shall remain unmodified and in full force and effect. The <br />Term of this Agreement shall automatically be extended for the duration of the period during <br />which such new law or regulation precludes compliance with the provisions of this Agreement, if <br />the amendment or change is mandatory and would result in a materially adverse impact on <br />Developer. <br />4.2. Amendments to or Cancellation of Development Agreement. <br />This Development Agreement may be amended from time to time or canceled in whole <br />or in part by mutual consent of both Parties in writing in accordance with the provisions of the <br />Development Agreement Legislation. Review and approval of an amendment to this <br />Development Agreement shall be strictly limited to consideration of only those provisions to be <br />added or modified. No amendment, modification, waiver or change to this Development <br />Agreement or any provision hereof shall be effective for any purpose unless specifically set forth <br />in a writing that expressly refers to this Development Agreement and signed by the duly <br />authorized representatives of both Parties. All amendments to this Development Agreement <br />shall automatically become part of the Project Approvals. <br />4.3. Operating Memoranda. <br />The provisions of this Development Agreement require a close degree of cooperation <br />between City and Developer and development of the Property hereunder may demonstrate that <br />refinements and clarifications are appropriate with respect to the details of performance of City <br />and Developer. If and when, from time to time, during the term of this Development Agreement, <br />City and Developer agree that such clarifications are necessary or appropriate, City and <br />Developer shall effectuate such clarifications through operating memoranda approved by City <br />and Developer, which, after execution, shall be attached hereto as addenda and become a part <br />hereof, and may be further clarified from time to time as necessary with future approval by City <br />and Developer. No such operating memoranda shall constitute an amendment to this <br />Development Agreement requiring public notice or hearing. The City Manager, in consultation <br />with the City Attorney, acting in good faith, shall make the determination on behalf of City <br />whether a requested clarification may be effectuated pursuant to this Section 4.3 or whether the <br />requested clarification is of such a character to constitute an amendment hereof pursuant to <br />Section 4.2 above. The City Manager shall be authorized to execute any operating memoranda <br />hereunder on behalf of City. <br />4.4. Amendments to Project Approvals. <br />Notwithstanding any other provision of this Development Agreement, Developer may <br />seek and City may review and grant amendments or modifications to the Project Approvals