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c. A Future Rule that conflicts with the Vested Elements shall nonetheless apply to the Property if, and only if(i) consented to in writing by Developer; (ii) it is determined by City and evidenced through findings adopted by the City Council that the change or provision is reasonably required in order to prevent a condition dangerous to the public health or safety; (iii) required by changes in State or Federal law as set forth in Section 2.4.3 below; (iv) it consists of changes in, or new fees permitted by, Section 2.6; or(v) it is otherwise expressly permitted by this Development Agreement. d. Prior to the Effective Date,the Parties shall have prepared two (2) sets of the Project Approvals and Applicable Rules, one (1) set for City and one(1) set for Developer. If it becomes necessary in the future to refer to any of the Project Approvals or Applicable Rules,the contents of these sets are presumed for all purposes of this Development Agreement, absent clear clerical error or similar mistake,to constitute the Project Approvals and Applicable Rules. 2.4.3. Changes in State or Federal Laws. In accordance with California Government Code Section 65869.5, in the event that state or federal laws or regulations enacted after the Effective Date ("State or Federal Law")prevent or preclude compliance with one or more provisions of this Agreement,the Parties shall meet in good faith to determine the feasibility of any modification or suspension of this Agreement that may be necessary to comply with such State or Federal Law and to determine the effect such modification or suspension would have on the purposes and intent of this Agreement and the Vested Elements. Following the meeting between the Parties,the provisions of this Development Agreement may,to the extent feasible, and upon mutual agreement of the Parties,be modified or suspended, but only to the minimum extent necessary to comply with such State or Federal Law. In such an event,this Development Agreement together with any required modifications shall continue in full force and effect. In the event that the State or Federal Law operates to frustrate irremediably and materially the vesting of development rights to the Project as set forth in this Agreement, Developer may terminate this Agreement. In addition, Developer shall have the right to challenge (by any method, including litigation)the State or Federal Law preventing compliance with, or performance of,the terms of this Development Agreement and, in the event that such challenge is successful,this Development Agreement shall remain unmodified and in full force and effect, unless the Parties mutually agree otherwise, except that if the Term of this Development Agreement would otherwise terminate during the period of any such challenge and Developer has not commenced with the development of the Project in accordance with this Development Agreement as a result of such challenge,the Term shall be extended for the period of any such challenge. 2.4.4. Conflicts. In the event of an irreconcilable conflict between the provisions of the Project Approvals (on the one hand) and the Applicable Rules (on the other hand),the provisions of the Project Approvals shall apply. In the event of a conflict between the Project Approvals (on the one hand) and this Development Agreement, in particular, (on the other hand), the provisions of this Development Agreement control. 12