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2.9. Amendment or Cancellation of Agreement. Except for Substantially Conforming Changes as defined by Section 2.8.2 above, this Agreement may be amended or modified from time to time only with the written consent of Owner and the City or their successors and assigns, and only upon approval of an amendment by the City Council after a public hearing in accordance with Government Code Section 65868. This provision shall not limit any remedy of City or Owner as provided by this Agreement. 2.10. Termination. This Agreement shall be deemed terminated and of no further effect upon the occurrence of any of the following events: 2.10.1. Expiration of the stated Term of this Agreement asset forth in Section 2.4. 2.10.2. Entry of a final judgment setting aside, voiding or annulling the adoption of the ordinance approving this Agreement. 2.10.3. The adoption of a referendum measure overriding or repealing the ordinance approving this Agreement. In the event a referendum petition challenging the ordinance approving this Agreement is submitted to the City Clerk, Owner shall deposit with the City Ten Thousand Dollars ($10,000) ("Petition Deposit") to cover the actual cost incurred by the City examining the petition and verifying signatures. Should the referendum qualify for the ballot, Owner may request, at or prior to the Council meeting at which the Council will take up the referendum issue, that the City Council repeal the ordinance, rather than submitting it to the voters. If Owner does not request that the City Council repeal the ordinance, and the City Council submits the ordinance to the voters, Owner shall deposit Fifty Thousand Dollars ($50,000) ("Referendum Deposit") with the City. City may use the funds to pay any and all costs associated with the said referendum measure. Any funds remaining in the Petition Deposit may be put toward the Referendum Deposit at the Owner's request. If at any time the Referendum Deposit account has Five Thousand Dollars ($5000) or less remaining, Owner shall, within three (3) days of receiving notice from the City, deposit with the City additional funds as requested by the City to cover all costs and expenses associated with the referendum and holding the related election. Following certification of the election results, any funds remaining in the Petition Deposit or the Referendum Deposit account shall be returned to the Owner. In the event Owner requests that the City Council repeal the ordinance and the City Council nonetheless determines to submit the ordinance to the voters, Owner shall have no responsibility for the costs associated with holding the election. 2.10.4. Completion of the Project in accordance with the terms of this Agreement including issuance of all required occupancy permits, final approval for occupancy by the City, and acceptance by City or applicable public agency of all required dedications. 2.10.5. Termination of the Agreement as provided in Sections 6.3 or 6.4 herein. Termination of this Agreement shall not constitute termination of any other land use entitlements approved for the Property. Upon the termination of this Agreement, no party shall have any further right or obligation hereunder except with respect to any obligation to have been performed prior to such termination or with respect to any default in the performance of the provisions of this Agreement that has occurred prior to such termination or with respect to any obligations that are specifically set forth as surviving this Agreement. Upon such termination, any Development Impact Fees paid by Owner to City for residential units on which construction has not yet begun shall be refunded to Owner by City. 2.11. Notices. _9_ 55394.00053\31891805.16