NS-3087 - Village Specific Plan (1561 W. Sunflower Ave)

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benefits of this Agreement shall not inure to such transferee unless the Assignment and Assumption Agreement is executed. (c) The Executive Director for the Planning and Building Agency (the "Executive Director") shall have the administrative authority to approve of the Assignment and Assumption Agreement and to determine whether Owner has complied with the above conditions,which approval and determination shall not be unreasonably withheld or conditioned. The Executive Director shall use best efforts to approve of the Assignment and Assumption Agreement and to determine whether the Owner has complied with the above conditions within five(5) business days following receipt of Owner's written request. The Executive Director's failure to approve or disapprove the foregoing within thirty(30)days following the Executive Directors receipt of Owner's written request shall constitute City's approval of the same. 2.5.2. No Release of Transferring Owner. Notwithstanding any sale,transfer or assignment as provided in any Assignment and Assumption Agreement delivered in accordance with the provisions of Section 2.5.1 above, a transferring Owner shall continue to be obligated to comply with all of the terms and conditions set forth in this Agreement(and such transferring Owner shall not be released from any of such obligations)with respect to the transferred Property,or any transferred portion thereof,as applicable,and following any such transfer the transferring Owner and the transferee under the Assignment and Assumption Agreement shall be jointly and severally liable with respect to all of the obligations assumed by such transferee under such Assignment and Assumption Agreement. 2.6. Administrative Changes and Modifications. 2.6.1. Owner and City acknowledge that further planning and development of the Project may demonstrate that refinements and changes are appropriate with respect to the details and performance of the parties under this Agreement.The parties desire to retain a certain degree of flexibility with respect to the details of the Project development and with respect to those items covered in general terms under this Agreement,the Project Approvals,the Existing Land Use Regulations, and,once issued, any Future Project Approvals. 2.6.2. If and when the parties find that"Substantially Conforming Changes," as herein defined,are necessary,desirable or appropriate,they may, unless otherwise required by law, effectuate such changes or adjustments through an administrative operating memorandum that is executed by Owner and the Executive Director of the City's Planning and Building Agency or the Director's designee.As used herein, a"Substantially Conforming Change"is a minor change,modification, or adjustment that is deemed to be in substantial conformance with the Development Plan at the City's sole and absolute discretion. The following are excluded from the definition of"Substantially Conforming Changes":(1) changes to the In-Lieu Fee; and(2) changes to the Project Open Space. A Substantially Conforming Change is not considered an amendment to this Agreement or to Development Plan and so does not require prior notice or hearing by the Planning Commission or City Council. 2.7. Amendment or Cancellation of Agreement.Except for Substantially Conforming Changes as defined by Section 2.6.2 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. Ordinance No. NS-3087 Page 16 of 41