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payment, if expressly stated in writing at the time of such payment to be "under protest" shall not prejudice City's right to subsequent object to such fee, cost or expense paid under protest. ARTICLE 6. AMENDMENTS AND TERMINATION 6.1 Amendment and Termination. Tbis Agreement may only be amended, suspended, rescinded or terminated with the mutual written consent of the Parties, except as provided in Section 2.4 (conflicting state or federal regulation), Section 4.1(b) (termination for failure of sewer reservation confirmation), Section 4.1(d) (termination if satisfactory property tax revenue exchange cannot be reached), Section 4.4 (termination in the event of failure to annex by Annexation Deadline) or Section 5.4 (termination for breach) above. If City and Property Owner mutually agree in writing to amend the teens of, or to terminate, this Agreement, the amendment or termination shall be accomplished in the manner provided in the Development Agreement Legislation, except as otherwise provided in this Agreement. 6.2 Operating Memoranda. The provisions of this Agreement require a close degree of cooperation between City and Property Owner and the refinements and further development of the Project may demonstrate that clarifications are appropriate with respect to the details of performance of City and Property Owner. If and when, from time to time, during the term of this Agreement, City and Property Owner agree that such clarifications are necessary or appropriate, they shall effectuate such clarifications through operating memoranda approved by City and Property Owner, which, after execution, shall be attached hereto. No such operating memoranda shall constitute an amendment to this Agreement requiring public notice or hearing. The City Attorney shall be authorized to make the determination whether a requested clarification may be effectuated pursuant to this Section or whether the requested clarification is of such a character to constitute an amendment hereof pursuant to Section 6.1. The City Manager may execute any operating memoranda hereunder without City Council or Planning Commission action. 6.3 Proie_ct Approvals. City and Property Owner may by mutual agreement in writing, amend or modify the Project Approvals, including conditions imposed in connection with the Project Approvals, without seeking an amendment of this Agreement. 6.4 Annual Review. The annual review required by California Government Code, Section 65865.1, shall be conducted as provided herein. The City and Property Owner shall have a reasonable opportunity to assert matters which either party believes have not been undertaken in accordance with this Agreement, to explain the basis for such assertion, and to receive from the other party a justification for the other party's position with respect to such matter. If either party concludes that the other party has not complied in good faith with the terms of this Agreement, then such party shall deliver a Notice of Breach and the party shall follow the procedure set forth in Article 5 for resolving a breach. 6.5 Permitted Delays. In the event of changed conditions, changes in state or federal laws or regulations, inclement weather, delays due to strikes, inability to obtain materials, civil commotion, fire, acts of God, or other circumstances which substantially interfere with carrying out the Project, or any portion thereof, as the Project has been approved, or with the ability of the 35690/849375v14 27 08/25/00