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1.11. Significant Actions by Developer County and Others Necessar to implement <br /> the Existing Approvals. The Implementation of the Existing Approvals requires actions by <br /> Developer and County, and agreements with other private and public and quasi-public entities, <br /> generally as follows: <br /> 1.11.1. MHCSD approval and execution of a Master Acquisition and <br /> Reimbursement Agreement with the Developer providing for urban infrastructure and urban <br /> services for the Community and the Property, in whole or in part, consistent with the PSA <br /> Agreement. <br /> 1.11.2. The Reserved Discretionary Approvals and Implementation Actions by <br /> Other Governmental Entities. <br /> 1.11.3. Providers of utilities and owners of utility lines and easements. <br /> 1.11.4. The Developer and County shall cooperate to complete such actions and <br /> agreements in the manner and within such times as may be required, it being understood and <br /> acknowledged by Developer that the inability to obtain such actions or agreements by others as <br /> specified herein and under the Existing Approvals may result in Developer's inability to proceed <br /> with development of the Property or any portion thereof and in County's denial of applications <br /> for permits and other land use entitlements in connections therewith, until such actions or <br /> agreements are either obtained or mutually waived by the parties. In the event that any such <br /> action or agreement by other entities as set forth above in Section 1.11.1. is not obtained within <br /> four(4) years from the Effective Date(subject to the provisions of Section 5.4. hereof), then in <br /> such case, the Developer and County shall meet and confer with the objective of attempting to <br /> mutually agree on alternatives and/or amendment to this Agreement to allow the implementation <br /> of the Master Plan to proceed with each party substantially realizing its bargained for benefit <br /> therefrom. If, after a reasonable period of time not to exceed one hundred eighty(180) days, the <br /> parties are unable to mutually agree, then the Developer or County may terminate this <br /> Agreement for such reason as provided in Section 5.7. hereof, subject, however, to the provisions <br /> of Section 5.10. hereof. Actions by the County hereunder shall not be arbitrary or capricious, <br /> and County shall consider, in good faith, Developer's proposals for alternative measures of <br /> achieving the mutual goals and objectives of this Agreement and the Existing Approvals in light <br /> of the circumstances including measures that may be suggested by Developer as possible <br /> solutions. <br /> SECTION 2. RIGHTS AND LIMITATIONS RELATIVE TO DEVELOPMENT OF THE <br /> PROPERTY. <br /> 2.1. Permitted Uses and Development Rights. <br /> 2.1.1 Subject to the Special Conditions, the Reserved Discretionary Approvals <br /> and all other terms and conditions of this Agreement, on the Effective Date the Developer shall <br /> have the right to develop the Property in accordance with and subject to those terms and <br /> W02SF:FPM61481145.2 -24- <br />