Pincay RE, LLC, et al. v. City of Inglewood

privileged or sensitive communications, and accounting of events. The court finds that the total time billed here is reasonable and declines to reduce Bobby Walker's total hours billed. Finally, Ford objects to the $2,625.00 in fees anticipated by Plaintiff's counsel to review Ford's opposition, prepare a reply brief, and attend the hearing on the instant motion based on an estimated 5.0 hours. The court reduces the expected time necessary for a reply brief and motion hearing to 3.5 hours sua sponte as the 5.0 hours requested is not consistent with what the court believes is necessary under the circumstances. In sum, the court has reduced Jordan Cohen's total hours billed by 0.3 hours, Marisa Mittelman's total hours billed by 1.8 hours, Ashley Sura's total hours billed by 0.9 hours, Natalie Sanchez's total hours billed by 0.2 hours, and Richard Ruiz's total hours billed by 1.2 hours.

3. Overstaffing Ford argues that Plaintiff has made "no meaningful effort to explain why a routine lemon law case required the services of five (5) attorneys." (Opp. 4:15-16.) The court finds that Ford has failed to show that Plaintiff's use of five attorneys resulted in duplicative billing. Therefore, the court declines to reduce the fee award on this basis. Accordingly, Plaintiff's Motion for Attorney's Fees is GRANTED in the amount of $18,357.00, consisting of $16,869.50 in previously incurred fees and $1,487.50 in anticipated fees regarding the instant motion.

C. Costs Here, Plaintiff submitted a memorandum of costs on March 30, 2026. Ford did not challenge any of the costs within Plaintiff's memorandum. The court has reviewed Plaintiff's memorandum of costs and finds the requested costs to be proper on their face. Accordingly, Plaintiff's request for $1,190.56 in costs is GRANTED. CONCLUSION Based on the foregoing, Plaintiff's Motion for Attorney's Fees and Costs is GRANTED in the total amount of $19,547.56, comprised of $16,869.50 in previously incurred fees, $1,487.50 in anticipated fees regarding the instant motion, and $1,190.56 in costs.

Moving party is ordered to give notice of ruling.

Complaint Moving Party: Defendant City of Inglewood (the "City") Responding Party: Plaintiffs Pincay RE, LLC, Hollywood Park Residential Investors, LLC, Hollywood Park Retail/Commercial Investors, LLC, HPMU4 LA, LLC, Stadco LA, LLC, Performance Company LA, LLC, HP ResidentialCo 2021, LLC, HP ResidentialCo 2023, LLC, HP Hotel RE, LLC, HPMU11 LA, LLC, HP Retail VenueCo, LLC, and Hollywood Park Retail Phase I, LLC ("Plaintiffs") RULING The court considered the moving papers, opposition, reply papers, and supplemental briefs filed in connection with the Demurrer.

The Demurrer to the second cause of action for Breach of Contract (Section 15.3 of Development Agreement) and third cause of action for Breach of Contract (Section 7.2 of Development Agreement) is SUSTAINED without leave to amend. PROCEDURAL BACKGROUND On December 16, 2025, Plaintiffs filed a complaint against the City and DOES 1 through 50, inclusive (collectively, "Defendants"), alleging two causes of action for: (1) Declaratory Relief; and (2) Common Count: Goods and Services Rendered (Quantum Meruit).

On May 15, 2026, Plaintiffs filed a first amended complaint ("FAC") against Defendants, alleging four causes of action for: (1) Declaratory Relief; (2) Breach of Contract (Section 15.3 of Development Agreement); (3) Breach of

Contract (Section 7.2 of Development Agreement); and (4) Common Count: Goods and Services Rendered (Quantum Meruit). On June 8, 2026, the City filed the instant demurrer. On July 29, 2026, Plaintiffs filed an opposition. On August 4, 2026, the City filed a reply. On August 11, 2026, the court continued the instant demurrer to September 1, 2026. On August 19, 2026, Plaintiffs filed a supplemental brief in opposition to the instant demurrer. On August 27, 2026, the City filed a supplemental brief in support of its demurrer.

FACTUAL BACKGROUND Plaintiffs' action arises from a development agreement (the "Development Agreement") made between Plaintiffs, or "Hollywood Park," and the City regarding "a privately funded, multi-billion dollar mixed-use development project anchored by SoFi Stadium and YouTube Theater (the "Project"). (FAC, P.P. 2-3.) Plaintiffs allege that the City refused to perform its obligations under the Development Agreement despite a decade of prior performance and mutual reliance on the Development Agreement, with the City declaring that the Development Agreement is "void." (FAC, P. 4.)

Plaintiffs allege that the Project has already been built, with the City benefitting immensely from the Project by receiving millions of dollars in revenue. (FAC, P. 5.) Plaintiffs allege that on August 7, 2009, the City and Plaintiffs' predecessors entered into a statutory development agreement (the "2009 Agreement") which established the initial framework for developing the Project. (FAC, P. 29.) Pursuant to the 2009 Agreement, the Project was to be developed solely with private funds but did not account for the development of SoFi Stadium or include an additional sixty acres on the northern end of the former Hollywood Park Racetrack. (FAC, P. 29.)

Plaintiffs allege that in 2015, Plaintiffs prepared a voter-sponsored initiative to amend the 2009 Agreement to allow the construction of SoFi Stadium. (FAC, P. 32.) Plaintiffs allege that the City ultimately adopted the initiative, after which the City and Plaintiffs executed the Development Agreement on April 15, 2015. (FAC, P. 32.) Plaintiffs allege that plans were announced soon after to relocate both the Rams and the Chargers to the City. (FAC, P. 33.) Plaintiffs allege that the Development Agreement was beneficial to the City because it did not require taxpayer dollars to build SoFi Stadium. (FAC, P. 35.)

Plaintiffs further allege that pursuant to Section 15.3 of the Development Agreement, the City promised to reimburse Plaintiffs "for public infrastructure improvements (like roads, sewer lines, and streetlights) and public services (like police and emergency medical personnel) only if the City first received at least $25,000,000 in annual tax revenue, subject to inflationary adjustments, from the Project in a fiscal year." (FAC, P. 35.) Plaintiffs also allege that the Development Agreement vested Plaintiffs' rights to develop the Project according to the specific regulations, zoning ordinances, and building standards in effect at the time the Development Agreement was approved, which "provided [Plaintiffs] with crucial certainty protecting the Project from subsequent regulatory changes that could undermine the Project's economic feasibility." (FAC, P. 38.)

Plaintiffs allege that Section 7.2 of the Development Agreement provides that the City agreed to refrain from imposing "any further or additional Exactions on the development of the Project, or increase any existing Exactions above the CPI Factor..." (FAC, P. 39.) Next, Plaintiffs allege that after the parties' execution of the Development Agreement, Plaintiffs invested billions of dollars to develop the Project. (FAC, P. 44.) Plaintiffs allege that they have: (1) invested more than $5 billion to construct SoFi Stadium and YouTube Theater; (2) constructed at Plaintiffs' own cost substantially all public infrastructure required for the Project; (3) transferred the rights to 282 acre feet of water annually to the City; (4) contributed more than $13 million to upgrade the City's automated traffic signal management; (5) successfully hosted multiple major sporting events; (6) contributed $29 million to a multilateral system radar for monitoring air traffic; (7) secured commitments to host future major sporting events; (8) entered into exclusive sponsorship and advertising agreements; (9) constructed more than 300 new residential units; (10) constructed the NFL Office and Media Building; (11) entered into an agreement with a third party for the construction of a 300-room hotel; and (12) began constructing a studio/broadcasting facility. (FAC, P. 44.)

Plaintiffs allege that as a result of their development of the Project pursuant to the Development Agreement, the City has enjoyed the following benefits: (1) a significant decrease in the City's unemployment rate; (2) millions of

dollars in revenue; (3) the relocation of two NFL teams to the City; (4) a revitalized economic environment; (5) extensive new public infrastructure; and (6) a substantial increase in local real estate value. (FAC, P. 46.) Plaintiffs further allege that due to the Development Agreement, Plaintiffs have contributed significant time and efforts to community service, for the benefit of the City and its citizens, and that the Rams have also contributed substantial time to community service in the City. (FAC, P.P. 47-48.)

Plaintiffs allege that their community service activities have benefited the City's economy, culture, health, and educational opportunities. (FAC, P. 49.) Plaintiffs allege that the City's mayor has praised the Development Agreement and that the City Manager credited the Development Agreement for allowing the City to bounce back from the brink of bankruptcy. (FAC, P.P. 50, 52.) Plaintiffs allege that the City has consistently reaffirmed the validity of the Development Agreement, including by signing four estoppel agreements confirming that the Development Agreement is "in full force and effect" and that no default existed under the Development Agreement. (FAC, P.P. 53-54.)

Plaintiffs further allege that when the City accepted several public improvements from Plaintiffs, the City Council approved an official tract map recorded on August 30, 2023 which stated that pursuant to the Development Agreement, the City has agreed to make reimbursements for "various public improvements." (FAC, P. 57.) Plaintiffs allege that the City has additionally issued multiple permits and approvals for the Project, consistent with the terms of the Development Agreement. (FAC, P. 58.) Plaintiffs also allege that while they have submitted annual compliance reports to the City, the City never questioned Plaintiffs' compliance with the Development Agreement or the validity of the Development Agreement itself. (FAC, P. 59.)

Plaintiffs allege that they have continued investing in the Project, in reliance on the City's consistent affirmations of the Development Project over the period of ten years. (FAC, P. 60.) Next, Plaintiffs allege that the City's obligation pursuant to the Development Agreement to reimburse Plaintiffs for public infrastructure improvements and public services was triggered after the City received at least $25 million in tax revenue in the fiscal years ending in 2022, 2023, 2024, and 2025. (FAC, P. 61.)

Plaintiffs allege that while on May 23, 2025, Plaintiffs received $20 million from the City as a partial reimbursement, on July 30, 2025, the City stated for the first time that the Development Agreement is "not legal and...invalid as a matter of law." (FAC, P. 63.) Plaintiffs allege that the City clarified on August 20, 2025 that it would cease performing any of its obligations under the Development Agreement and demanded the return of the $20 million that the City had previously paid Plaintiffs. (FAC, P. 65.)

Accordingly, Plaintiffs allege that the City has breached Section 15.3 of the Development Agreement. Plaintiffs allege that on December 16, 2025, Plaintiffs served a Notice of Default on the City as a result of the City's breach, and the City has failed to cure its default. (FAC, P.P. 68-69.) Plaintiffs further allege that on December 7, 2021, the City adopted Resolution 22-22, providing that new real estate development in the City would be subject to a Transportation Impact Fee ("TIF"). (FAC, P. 71.)

Plaintiffs allege that after the City declared the Development Agreement "void," in December 2025, the City expressed its intent to charge a TIF in connection with a potential land lease within the area subject to the Development Agreement. (FAC, P. 75.) Plaintiffs allege that the City's imposition of any TIF "in connection with any development within the purview of the Development Agreement" breaches Section 7.2 of the Development Agreement. (FAC, P. 76.) Plaintiffs allege that on March 3, 2026, Plaintiffs served a second Notice of Default on the City due to the City's breach of Section 7.2, and the City has not cured its default. (FAC, P.P. 77-78.)

Plaintiffs allege that if the City successfully voids the Development Agreement, Plaintiffs "would suffer grave damage," as Plaintiffs would incur at least $376 million for the public improvements that Plaintiffs have already completed, and more than $52 million for public services that Plaintiffs provided in connection with the operation of SoFi Stadium and Hollywood Park. (FAC, P.P. 79-80.) Plaintiffs also allege that they would have to return the $20 million in partial reimbursements previously paid by the City. (FAC, P. 81.)

Next, Plaintiffs allege that the enforceability of the vesting provisions within the Development Agreement that safeguard Plaintiffs' rights to complete remaining development phases according to the terms of the Development Agreement would be threatened. (FAC, P. 82.) Plaintiffs also allege that the validity of revenue-sharing commitments "that are essential to the Project's financial success" may be challenged by the City's repudiation of the Development Agreement. (FAC, P. 83.) Finally, Plaintiffs allege that their ability to continue hosting "world-class events" may

be threatened by the City's argument that the Development Agreement is void. (FAC, P. 84.) Plaintiffs seek "a judicial declaration that the Development Agreement remains valid and enforceable against the City," in order to "protect [Plaintiffs'] valuable vested interests in the Project." (FAC, P. 85.) LEGAL STANDARD A party may demur to a complaint on the grounds that it "does not state facts sufficient to constitute a cause of action." (Code Civ. Proc. Section 430.10(e).) A party may also demur to a pleading on the grounds that the pleading is uncertain. (Code Civ.

Proc. Section 430.10(f).) A demurrer tests whether the complaint states a cause of action. (Hahn v. Mirda (2007) 147 Cal.App.4th 740, 747.) A special demurrer for uncertainty under Code of Civil Procedure section 430.10(f) is disfavored and will only be sustained where the pleading is so bad that defendant or plaintiff cannot reasonably respond--i.e., cannot reasonably determine what issues must be admitted or denied, or what counts or claims are directed against him or her. (Khoury v. Maly's of Calif., Inc. (1993) 14 Cal.App.4th 612, 616.)

When considering demurrers, courts accept all well-pleaded facts as true. (Fox v. JAMDAT Mobile, Inc. (2010) 185 Cal.App.4th 1068, 1078.) "A demurrer tests the pleadings alone and not the evidence or other extrinsic matters. Therefore, it lies only where the defects appear on the face of the pleading or are judicially noticed." (SKF Farms v. Superior Court (1984) 153 Cal.App.3d 902, 905.) "The only issue involved in a demurrer hearing is whether the complaint, as it stands, unconnected with extraneous matters, states a cause of action." (Hahn, supra, 147 Cal.App.4th at 747.)

On demurrer, a court does "not accept contentions, deductions or conclusions of fact or law." (Simonyan v. Nationwide Insurance Company of America (2022) 78 Cal.App.5th 889, 895.) Although courts construe pleadings liberally, sufficient facts must be alleged to support the allegations pled to survive a demurrer. (Rakestraw v. California Physicians' Serv. (2000) 81 Cal.App.4th 39, 43.) Where a demurrer is sustained, leave to amend must be allowed where there is a reasonable possibility of successful amendment. (Goodman v.

Kennedy (1976) 18 Cal.3d 335, 349.) The burden is on the party who filed the pleading subject to demurrer to show the court that a pleading can be amended successfully. (Ibid.) DISCUSSION Moving Party's Argument The City demurs only to the second cause of action for Breach of Contract (Section 15.3 of Development Agreement) and the third cause of action for Breach of Contract (Section 7.2 of Development Agreement), arguing that they fail to state facts sufficient to constitute a cause of action because the Development Agreement was void ab initio.

The breach of contract claims rest on a Development Agreement that is void under Center for Community Action & Environmental Justice v. City of Moreno Valley (2018) 26 Cal.App.5th 689 (Moreno Valley). (Demurrer, p. 15:4-5.) In Moreno Valley, the Court of Appeal held that statutes governing development agreements (Government Code section 65865, et seq.) prohibit a city from adopting a development agreement approved through the initiative process. (Demurrer, p. 15:5-7.) The appellate court explained that "'the authority to enter into a development agreement derives from statute' and requires 'negotiation between a local government and developer.' ([Moreno Valley] at pp. 705, 707.)

Because the initiative process does not include any negotiation, or any way 'for the parties to identify mutually acceptable terms' as the Government Code requires, it is 'incompatible with the development agreement statute' and renders any such agreement beyond the City's power to adopt." (Demurrer, p. 15:13-16, citing Moreno Valley at 707-708.) Therefore, because the City never had the authority to adopt the Development Agreement, the agreement is void and unenforceable. Moreno Valley applies retroactively to the time the statute was enacted. (Demurrer, p. 15:23-24.)

In fact, the appellate court expressly stated that it was not announcing any change in the law, but rather construing the relevant statute according to the Legislature's original intent. (Id. at p. 16:3-5.) There is a "narrow exception" to retroactive application of case law: a court can rule that a party is not bound by the new rule where the party reasonably relied on a prior "settled rule." (Id. at p. 16:6-8.) However, to invoke the exception, Plaintiffs must

show that before Moreno Valley, the law was settled--specifically, that there was a preexisting, definitive consensus among courts or California Supreme Court--regarding whether a development agreement may be approved by initiative. (Id. at p. 16:12-16.) Here, Plaintiffs cannot make that showing because there is no appellate or Supreme Court precedent holding that a development agreement may be adopted through initiative. (Id. at p. 16:16-17.) In Moreno Valley, the appellate court directed the city in that case to set aside its adoption of a development agreement approved by initiative. (Demurrer, p. 16:23-25.)

Therefore, here too, the Development Agreement must be set aside. Opposing Party's Argument Plaintiffs oppose the demurrer, arguing the following. First, the City is equitably estopped from arguing the Development Agreement is void. "[T]he City unanimously approved the Development Agreement in 2015, expressly and repeatedly reaffirmed its validity for over 10 years, and was on notice of the Moreno Valley decision since 2018, all while inducing continued reliance and expenditures by Hollywood Park.

California law is clear that equitable estoppel applies against municipalities under such circumstances." (Demurrer Opp., p. 7:15-19.) "Second, the Amended Complaint alleges the Development Agreement remains fully enforceable because any procedural error in the City's adoption of it was harmless. This fact-bound issue likewise cannot be resolved on demurrer. The City suffered no prejudice from the Development Agreement, and there is no probable chance that the Development Agreement would have been different had the City Council enacted the Development Agreement through a different process.

Accepted as true, those allegations satisfy the harmless error doctrine under section 65010(b) of the Government Code, and any factual arguments to the contrary cannot be resolved at the pleading stage." (Demurrer Opp., p. 7:21-22 [emphasis removed].) "Third, any challenge by the City (or anyone else for that matter) to the Development Agreement had to have been made within the 90-day limitations period under section 65009(c)(1)(D) of the Government Code '[t]o attack, review, set aside, void, or annul' the Development Agreement.

This statutory, jurisdictional period lapsed over a decade ago." (Demurrer Opp., p. 8:1-4 [emphasis removed].) "Fourth, the Amended Complaint alleges facts establishing that the California Constitution prohibits retroactive application of Moreno Valley to impair the Development Agreement, because the parties entered into and performed the agreement years earlier, based on a process that was not prohibited under existing law." (Demurrer Opp., p. 8:5-8 [emphasis removed].) "Ultimately, Moreno Valley did not void the Development Agreement, and the City's premature invitations to resolve disputed facts against Plaintiffs' well-pled allegations, including from matters outside the pleadings, should be rejected.

The demurrer should be overruled." (Demurrer Opp.., p. 8:9-11.) Reply Argument In reply, the City argues as follows. Plaintiffs' argument that finding the Development Agreement void would be unfair because they have spent so much money concerns equitable relief, which is not at issue in this demurrer. This demurrer only challenges the breach of contract claims. In order to state facts sufficient to constitute a cause of action for breach of contract, there must be a valid, enforceable contract.

Here, the Development Agreement is void and unenforceable. Secondly, the City's adoption of the agreement via initiative was ultra vires and went beyond "harmless error" as a matter of law. Third, the statute of limitations argument is also unpersuasive. Supreme Court precedent states that a statute of limitations to challenge the validity of a contract does not prevent a defendant from asserting a contract as invalid. (Demurrer Reply, p. 8:6-14 [discussing Styne v. Stevens (2001) 26 Cal.4th 42].)

The 90-day statute of limitations only prohibits bringing a suit to challenge a development agreement. The City did not sue anyone. This agreement fails under binding Supreme Court precedent and the plain text of the statute. Lastly, the Contract Clause under the California Constitution does not prohibit applying Moreno Valley

retroactively. Plaintiffs' Supplemental Brief in Opposition Plaintiffs argue that when the City adopted the Development Agreement in 2015, the Development Agreement Statute did not apply to charter cities including the City of Inglewood, and the City did not adopt the Development Agreement Statute. Here, Plaintiffs argue that three years after the City enacted the Development Agreement, the legislature expanded the Development Agreement Statute so that certain provisions would apply to charter cities on a prospective basis, but the legislature clarified that the amendments would only apply prospectively.

Next, Plaintiffs argue that the City did not adopt the pre-2018 Development Agreement Statute because it was not a "general law" of the state incorporated by the City Charter, and because nothing in the City's Charter indicates the City's explicit intent to adopt the Development Agreement Statute. Plaintiffs further argue that nothing in the City's municipal code or ordinances establishes the City's clear intent to adopt the Development Agreement Statute. Plaintiffs further argue that the City's Charter reserves the people's power to legislate by initiative, and the City's Charter controls to the extent that there is conflict between the people's initiative right and the Development Agreement Statute.

Therefore, Plaintiffs contend that the Moreno Valley court's reasoning does not apply to the Development Agreement here. The City's Supplemental Brief in Reply The City first argues that Plaintiffs have repeatedly pled that the Development Agreement Statute applies to the parties' Development Agreement, and points to the Development Agreement itself which expressly states that the City was authorized to enter into the Development Agreement under the Development Agreement Statute. The City argues that the FAC repeatedly states that the Development Agreement Statute applies, and Plaintiffs cannot now contradict the admission made in the original pleadings.

Next, the City argues that without a development agreement statute, a city cannot contract away its right to exercise police power, and thus the Development Agreement would be void for surrendering police powers without statutory authority if the Development Agreement Statute does not apply. The City also argues that it adopted the Development Agreement Statute in the City Charter and in ordinances adopting the development agreements with Plaintiffs. Here, the City points to its ordinance adopting the 2009 Agreement, in which the City noted that the Development Agreement substantially complies with the Development Agreement Statute.

Finally, the City argues that Plaintiffs rely on irrelevant case law because Plaintiffs have not identified any cases suggesting that a charter city can enter a development agreement or delegate its police power outside of a development agreement statute. Request for Judicial Notice The City seeks judicial notice of the following in support of its demurrer: 1. "Plaintiffs' Verified Consolidated Responses & Objections to Defendant City of Inglewood's First Set of Special Interrogatories." 2. "Petition for Review filed October 2, 2018, in Center for Community Action & Environmental Justice v.

City of Moreno Valley, California Supreme Court Case No. S251674." 3. "August 29, 2025 Minute Order denying Hollywood Park's and The Forum's and Intuit Dome's Motion for Preliminary Injunction, attached to Defendant's Answer to Plaintiffs' initial complaint as Exhibit 1." 4. "Redline comparison of Petitioners PINCAY RE, LLC; HOLLYWOOD PARK RESIDENTIAL INVESTORS, LLC; HOLLYWOOD PARK RETAIL/COMMERCIAL INVESTORS, LLC; HPMU4 LA, LLC; STADCO LA, LLC; PERFORMANCE COMPANY LA, LLC; HP RESIDENTIALCO 2021, LLC; HP RESIDENTIALCO 2023, LLC; HP HOTEL RE, LLC; HPMU11 LA, LLC; and HOLLYWOOD PARK RETAIL PHASE I, LLC's First Amended Verified Petition for Writ of Traditional Mandamus compared to Petitioners' original Petition and Complaint, attached as Exhibit B to the Joint Stipulation Permitting Filing of First Amended Verified Petition for Writ of Traditional Mandamus and Complaint, filed on November 26, 2025." (Request for Judicial Notice, filed June 8, 2026, p. 4.)

The City's request to take judicial notice of Plaintiffs' interrogatory response is DENIED. A "court will take judicial

notice of records such as admissions, answers to interrogatories, affidavits, and the like, when considering a demurrer, only where they contain statements of the plaintiff or his agent which are inconsistent with the allegations of the pleading before the court." (Del E. Webb Corp. v. Structural Materials Co. (1981) 123 Cal.App.3d 593, 604-605 (Del. E. Webb Corp.).) The City cites Tucker v. Pacific Bell Mobile Services (2012) 208 Cal.App.4th 201, 219, fn. 11 (Tucker), which stated that "a court may take judicial notice of a party's admissions or concessions in cases where the admission '"cannot reasonably be controverted,"' such as in answers to interrogatories or requests for admission, or in affidavits and declarations filed on the party's behalf."

However, Tucker cited Arce v. Kaiser Foundation Health Plan, Inc. (2010) 181 Cal.App.4th 471, 485, which cited, in a parenthetical, the rule in Del E. Webb Corp. The City has not argued that the interrogatory responses are inconsistent with the allegations in the FAC. Therefore, the Court declines to take judicial notice of those responses. The City's request to take judicial notice of the other documents (i.e., court records) is GRANTED. (Evid. Code Section 452(d) [allowing a court to take judicial notice of court records]; but see also Lockley v.

Law Office of Cantrell, Green, Pekich, Cruz & McCort (2001) 91 Cal.App.4th 875, 882 ["while courts are free to take judicial notice of the existence of each document in a court file, including the truth of results reached, they may not take judicial notice of the truth of hearsay statements in decisions and court files" (italics removed)].) In support of their supplemental brief, Plaintiffs request that the court take judicial notice of the following facts and documents: 1. That the City of Moreno Valley is a general law city; 2.

The City of Inglewood's official webpage regarding charter cities and general law cities; 3. The Legislative Counsel's Digest report regarding Senate Bill No. 1333; 4. The Office of Senate Floor Analyses report regarding Senate Bill No. 1333; 5. The Assembly Committee on Local Government report regarding Senate Bill No. 1333; 6. The Inglewood City Charter; 7. The Inglewood Municipal Code; 8. Inglewood City Ordinances; and 9. The Glendale City Charter. Pursuant to Evidence Code Section 452(h), the court may take judicial notice of "[f]acts and propositions that are not reasonably subject to dispute and are capable of immediate and accurate determination by resort to sources of reasonably indisputable accuracy."

Therefore, the court GRANTS Plaintiffs' request that the court take judicial notice of the fact that the City of Moreno Valley is a general law city and the City's official webpage regarding charter cities and general law cities. Next, pursuant to Evidence Code Section 452(c), the court may take judicial notice of official acts of the legislature. Therefore, the court GRANTS Plaintiffs' request that the court take judicial notice of the Legislative Counsel's Digest report, the Office of Senate Floor Analyses report, and the Assembly Committee on Local Government report regarding Senate Bill No. 1333.

Pursuant to Evidence Code Section 452(b), the court may take judicial notice of regulations and legislative enactments issued by any public entity in the United States. Accordingly, the court GRANTS Plaintiffs' request that the court take judicial notice of the Inglewood City Charter, Inglewood Municipal Code, Inglewood City Ordinances, and the Glendale City Charter. Accordingly, Plaintiffs' request for judicial notice is GRANTED in its entirety. In support of its supplemental brief, the City requests that the court take judicial notice of the following documents: 1.

The Opening Brief in Support of Motion for Judgment on Petition, dated December 18, 2025; 2. Hollywood Park's First Amended Verified Petition, dated December 4, 2025; 3. The Development Agreement Between the City and Hollywood Park Land Company, LLC, dated August 7, 2009; 4. Ordinance No. 09-14, Development Agreement Case No. (DA-09-01), adopted July 8, 2009; 5. Approved City Council minutes, dated February 24, 2015; and

6. Plaintiffs' Verified Petition for Writ of Traditional Mandamus and Complaint for Injunctive and Declaratory Relief, filed July 11, 2025. Pursuant to Evidence Code Section 452(d), the court may take judicial notice of court records. Therefore, the City's request for judicial notice is GRANTED as to Exhibits 1, 2, and 6. Next, pursuant to Evidence Code Section 452(c), the court may take judicial notice of official government acts, and pursuant to Section 452(b), the court may take judicial notice of regulations and legislative enactments issued by public entities.

Therefore, the City's request for judicial notice is GRANTED as to Exhibits 3 and 4. Pursuant to Evidence Code Section 452(h), the court may take judicial notice of "[f]acts and propositions that are not reasonably subject to dispute and are capable of immediate and accurate determination by resort to sources of reasonably indisputable accuracy." Accordingly, the City's request for judicial notice is GRANTED as to Exhibit 5. However, the court takes judicial notice of this document only as to "the existence, content and authenticity" of the documents; the court does not take judicial notice of the truth of the factual matters asserted in it. (Dominguez v.

Bonta (2022) 87 Cal. App. 5th 389, 400.) Merits of the Motion A. Meet and Confer Requirements Before filing a demurrer, the demurring party is required to meet and confer "in person, by telephone, or by video conference with the party who filed the pleading that is subject to the demurrer for the purposes of determining whether an agreement can be reached through a filing of an amended pleading that would resolve the objections to be raised in the demurrer." (Code Civ. Proc. Section 430.41(a).)

The court finds that the City has satisfied the meet and confer requirement. (Declaration of Eleanor Ruth, filed June 8, 2026, P.P. 3, 4.) Plaintiffs do not argue otherwise. B. Second and Third Causes of Action for Breach of Development Agreement Before delving into the merits of the demurrer to the FAC's breach of contract claims, it is helpful to review history and case law regarding development agreements. "The Legislature enacted the development agreement statutes in response to the California Supreme Court's jurisprudence on vested rights." (Mammoth Lakes Land Acquisition, LLC v.

Town of Mammoth Lakes (2010) 191 Cal.App.4th 435, 443 (Mammoth Lakes).) "Before 1976, developers in California faced changes in land use laws and policies during the course of long-term development of property. .... It was 'the rule in this state and in other jurisdictions that if a property owner has performed substantial work and incurred substantial liabilities in good faith reliance upon a permit issued by the government, he acquires a vested right to complete construction in accordance with the terms of the permit. [Citations.]' [Citation.]" (Mammoth Lakes, supra, 191 Cal.App.4th at p. 443.) "In 1976, the California Supreme Court held that a developer that had commenced work and expended large sums on a project did 'not acquire[] a vested right under the common law to proceed with its development absent a [building] permit.' [Citations.]

The court indicated that any change in this rule 'must be provided by the Legislature." (Moreno Valley, supra, 26 Cal.App.5th at p. 696.) "In 1979, the Legislature enacted the development agreement statute to address the uncertainty that resulted from late vesting and its adverse impact on development. [Citing Mammoth Lakes and Government Code section 65864, subds. (a)-(b).] The statute 'provided a way for the municipality and developer to depart from the common law rule of vested rights.' [Citation.]" (Moreno Valley, supra, 26 Cal.App.5th at p. 696.) "The Legislature recognized that the newly-authorized development agreements would provide benefits for both municipality and developer." (Mammoth Lakes, supra, 191 Cal.App.4th at p. 443.) "The agreements allowed the developer to proceed with a project with the assurance that the project would be approved based on rules, regulations, and policies existing at the time the development agreement was approved, even if those rules, regulations, and policies changed over the course of the development project. (Gov.

Code, Sec. 65864, subd. (b).)" (Ibid.) The Legislature would later add "a declaration that development agreements would also allow municipalities to extract promises from the developers concerning financing and construction of necessary

infrastructure. (Gov. Code, Sec. 65864, subd. (c); Stats.1984, ch. 143, Sec. 1, p. 431.) This declaration makes it clear that the scope of development agreements need not be limited to freezing land use rules, regulations, and policies but can include other promises between the municipality and the developer." (Id. at pp. 443-444.) Therefore, "[a] development agreement is a statutorily-authorized agreement between a municipal government ... [e.g., a town or city] and a property owner for the development of the property. (Gov.

Code, Sec. 65865, subd. (a).) One of the main components of a development agreement is a provision freezing the municipality's rules, regulations, and policies governing permitted uses of land and density of the land use, as well as standards and specifications for design, improvement, and construction. (Gov. Code, Sec. 65866.) This provision allows a developer to make long-term plans for development without risking future changes in the municipality's land use rules, regulations, and policies." (Mammoth Lakes, supra, 191 Cal.App.4th at p. 442.) "'[N]umerous procedural and substantive limitations attend the making and performance' of a development agreement." (Moreno Valley, supra, 26 Cal.App.5th at p. 697.) "'Particulars of the statute include requirements that a development agreement may be approved only after a public hearing (Sec. 65867) and must be consistent with the general plan and any specific plan (Sec. 65867.5), a provision permitting annual review by the governmental entity and termination for noncompliance (Sec. 65865.1), and a statement that the agreement is subject to referendum (Sec. 65867.5).

The statute also specifies certain provisions which may or must be included in a development agreement. (Sec. 65865.2.)' [Citation.]" (Trancas Property Owners Assn. v. City of Malibu (2006) 138 Cal.App.4th 172, 182.) "After approval by ordinance, the development agreement is enforceable despite subsequent changes in the municipality's land use laws. (Gov. Code, Sec. 65865.4.) The development agreement may be amended or cancelled only by mutual consent of the parties to the agreement. (Gov. Code, Sec. 65868.)" (Mammoth Lakes, supra, 191 Cal.App.4th at p. 443.)

The statute at the center of the City's demurrer, Government Code section 65867.5 ("Section 65867.5"), states in part: (a) A development agreement is a legislative act that shall be approved by ordinance and is subject to referendum. (b) A development agreement shall not be approved unless the legislative body finds that the provisions of the agreement are consistent with the general plan and any applicable specific plan. (Gov. Code, Sec. 65867.5.) The City argues that the underlying Development Agreement is void because it was not approved by ordinance or subject to referendum as required by subdivision (a) of the statute.

Although the City focuses on Moreno Valley, California courts have held as early as 1990 that development agreements entered by local governments without following the procedures of Section 65867.5 are "'wholly void,' ultra vires, and unenforceable. [Citations.] Such ... 'contract[s]' can create no vested rights." (Midway Orchards v. County of Butte (1990) 220 Cal.App.3d 765, 783 (Midway Orchards).) In Midway Orchards, the Court of Appeal found that the development agreement there was void from the beginning because, for reasons not relevant here, the "agreement was never consistent with the general plan as required by [subdivision (b) of] section 65867.5 and the Board was without legal authority to approve the agreement." (Midway Orchards, supra, 220 Cal.App.3d at p. 783.)

The Court of Appeal held: "The development agreement was therefore unlawfully approved and executed. A contract entered into by a local government without legal authority is 'wholly void," ultra vires, and unenforceable. [Citations.] Such a 'contract' can create no vested rights. Therefore, [the developer] can claim no right to develop its property based on a development agreement void from the beginning." (Ibid.; for a discussion regarding the statutory requirements for general plans see DeVita v.

County of Napa (1995) 9 Cal.4th 763.) Moreno Valley, like this case, concerned subdivision (a) of Section 65867.5 and a city's electorate's right to initiative and referendum. By way of background, "California's Constitution guarantees the local electorate's right to initiative and referendum, and that right is generally coextensive with the local governing body's legislative power. ([Citation]; Cal. Const., art. II, Sec. 11.) The electorate has the power to initiate legislative acts but not administrative or adjudicatory ones." (The Park at Cross Creek, LLC v.

City of Malibu (2017) 12 Cal.App.5th 1196, 1203.) "In the land use context, legislative acts are distinguished from administrative or adjudicative ones

on a categorical basis. [Citation.] Zoning ordinances, for example, are legislative acts: variances, CUPs, and subdivision map approvals are adjudicative acts. [Citations.] A city's or county's adoption of a general plan for its physical development is a legislative act. [Citations.]" (Id. at p. 1204.) In Mammoth Lakes, the Court of Appeal stated: "The development agreement must be approved by ordinance and is, therefore, a 'legislative act.' (Gov. Code, Sec. 65867.5, subd. (a).) Because the development agreement is approved by ordinance, it is subject to referendum, which allows the electorate to overturn approval of the agreement." (Mammoth Lakes, supra, 191 Cal.App.4th at p. 442.)

In Moreno Valley, "[t]he Center for Community Action and Environmental Justice and other environmental groups (Appellants) petitioned for a writ of mandate, contending that [the City of Moreno Valley's] adoption of a development agreement by initiative violated the development agreement statute (Gov. Code Sec. 65864, et seq.) and article II, section 12 of the California Constitution, which bars an initiative that 'names or identifies any private corporation to perform any function or to have any power or duty.'

The trial court denied Appellants' petitions, and they appealed." (Moreno Valley, supra, 26 Cal.App.5th at pp. 694-695.) On appeal, "Appellants contend[ed] that the Legislature exclusively delegated the power to enter into development agreements to the local governing body, thus precluding adoption by initiative. [The Court of Appeal] agree[d]. (Moreno Valley, supra, 26 Cal.App.5th at p. 696.) To reach that conclusion, the Court of Appeal applied statutory interpretation principles and considered the legislative history of Section 65867.5. (Moreno Valley, supra, 26 Cal.App.5th at pp. 699-700 ["[T]he Legislature specified that a development agreement is 'subject to referendum,' while omitting 'initiative'; there must be some reason it did so. [Citations.]

An intent to preclude initiative, and instead, to delegate approval decisions to local governing bodies (subject to referendum), is a plausible basis for the omission. This interpretation is supported by the principle of expressio unius est exclusio alterius, which means that 'the expression of certain things in a statute necessarily involves exclusion of other things not expressed....' [Citation.] The presumption in favor of initiative provides 'some reason to conclude' that the inclusion of the reference to referendum and the concomitant omission of any reference to initiative in the development agreement statute is 'the product of intentional design,' and thus, meaningful]; id. at p. 710 ["The legislative history of the development agreement statute is consistent with an intent to exclusively delegate the adoption of development agreements to local governing bodies and to render them subject to referendum, but not initiative"].)

Given that the development agreement there was adopted through initiative, the Moreno Valley court reversed the trial court's judgment and directed it "to grant Appellants' petitions and to issue a writ of mandate directing the City Council for the City of Moreno Valley to set aside its adoption of the World Logistic Center development agreement initiative." (Moreno Valley, supra, 26 Cal.App.5th at pp. 712-713.)

1. Plaintiffs' Contract Clause and Harmless Error Arguments Plaintiffs argue that "the Contract Clause of the California Constitution prohibits the retroactive application of Moreno Valley to the Development Agreement. The Contract Clause prohibits any 'law impairing the obligation of contracts.' (Cal. Const., art. I, Sec. 9; FAC P. 109.) This prohibition applies to judicial decisions like Moreno Valley. (See White v. Davis (2003) 30 Cal.4th 528, 548.) A 'new decision' like Moreno Valley may not 'be applied to impair contracts made or property rights acquired in accordance with the prior rule.' (Estate of Propst (1990) 50 Cal.3d 448, 462.)

Retroactivity turns on 'the reasonableness of the parties' reliance on the former rule, the nature of the change as substantive or procedural, retroactivity's effect on the administration of justice, and the purposes to be served by the new rule.' (Woods v. Young (1991) 53 Cal.3d 315, 330.)" (Demurrer Opp., p. 18:9-17.) Plaintiffs also contend, "the Amended Complaint alleges the Development Agreement remains fully enforceable because any procedural error in the City's adoption of it was harmless." (Demurrer, p. 7:21-22.)

They cite Government Code section 65010, subdivision (b) ("Section 65010"), which states: "No action, inaction, or recommendation by any public agency or its legislative body or any of its administrative agencies or officials on any matter subject to this title shall be held invalid or set aside by any court on the ground of the improper admission or rejection of evidence or by reason of any error, irregularity, informality, neglect, or omission (hereafter, error) as to any matter pertaining to petitions, applications, notices, findings, records, hearings,

reports, recommendations, appeals, or any matters of procedure subject to this title, unless the court finds that the error was prejudicial and that the party complaining or appealing suffered substantial injury from that error and that a different result would have been probable if the error had not occurred. There shall be no presumption that error is prejudicial or that injury was done if the error is shown." However, it is evident from the above cases that, where a local government entered a development agreement without complying with the requirements of Section 65867.5, that agreement is void from the beginning and unenforceable.

Plaintiffs have not cited any law holding that Section 65010 and the Contract Clause provide exceptions to that rule. In addition, as shown above, that rules goes as far back as 1990, even before Moreno Valley was decided and the parties entered the Development Agreement.

2. Plaintiffs' Equitable Estoppel Arguments Plaintiffs also argue that the City is equitably estopped from refusing to comply with the Development Agreement. (See City of Goleta v. Superior Court (2006) 40 Cal.4th 270, 279 ["'The doctrine of equitable estoppel is founded on concepts of equity and fair dealing. It provides that a person may not deny the existence of a state of facts if he intentionally led another to believe a particular circumstance to be true and to rely upon such belief to his detriment.

The elements of the doctrine are that (1) the party to be estopped must be apprised of the facts; (2) he must intend that his conduct shall be acted upon, or must so act that the party asserting the estoppel has a right to believe it was so intended; (3) the other party must be ignorant of the true state of facts; and (4) he must rely upon the conduct to his injury. [Citation.]' [Citations]"].) The Court finds the estoppel argument unpersuasive. "[A]n estoppel cannot ordinarily be invoked to give validity to a contract which is void through violation of law." (Regan v.

Albin (1933) 219 Cal. 357, 360.) In addition, "estoppel will not be applied against the government if to do so would effectively nullify a strong rule of policy, adopted for the benefit of the public[.]" (Escondido Union School Dist. v. Casa Suenos De Oro, Inc. (2005) 129 Cal.App.4th 944, 968 [internal citations and quotations removed].) Applying estoppel in this case would essentially nullify the City's electorate's right to referendum under Section 65867.5 and the California Constitution, a right that provided for their benefit.

3. Plaintiffs' Statute of Limitations Argument Lastly, Plaintiffs argue that they have pleaded "the 90-day statute of limitations under section 65009 of the Government Code as another independent reason the Development Agreement remains enforceable. (FAC P.P. 91, 126-129.) Section 65009(c)(1)(D) requires any action 'to attack, review, set aside, void, or annul the decision of a legislative body to adopt, amend, or modify a development agreement' to be commenced 'within 90 days after the legislative body's decision.'

While this jurisdictional statute mandates 'strict compliance' (Okasaki v. City of Elk Grove (2012) 203 Cal.App.4th 1043, 1048), the City indisputably let the window close in 2015. (Id. P.P. 127-128.)" (Demurrer Opp., pp. 16:22-17:3.) In response, the City argues that the 90-day statute of limitations period does not apply here because it is raising a defense, not asserting a cause of action. It cites Styne v. Stevens (2001) 26 Cal.4th 42 (Styne), which explained: "Under well-established authority, a defense may be raised at any time, even if the matter alleged would be barred by a statute of limitations if asserted as the basis for affirmative relief.

The rule applies in particular to contract actions. One sued on a contract may urge defenses that render the contract unenforceable, even if the same matters, alleged as grounds for restitution after rescission, would be untimely." (Id. at pp. 51-52.) Plaintiffs argue that "the holding from Styne does not apply to statutes of limitations like section 65009 which are meant to ensure the finality of government action. (City of Saratoga v. Hinz (2004) 115 Cal.App.4th 1202, 1218 [holding that a 30-day statute of limitations to challenge a special assessment district under the Streets and Highways Code barred a defense that the assessment was invalid].)

As the Court of Appeal explained in Hinz, '[t]he short statutes of limitations such as [Sts. & High. Code Sec. 10400] are essential to the consummation of the proceedings and to provide assurance to bond buyers that their investment will be reasonably safe and secure.' (Id. at p. 1218.) Precisely the same need for finality supports the short and strict 90 day limitations period under section 65009. (Gov. Code Sec. 65009(a)(2) ['The Legislature further finds and declares that a legal action or proceeding challenging a decision of a city, county, or city and county has a chilling effect on the

confidence with which property owners and local governments can proceed with projects.']; id. Sec. 65009(a)(3) ['The purpose of this section is to provide certainty for property owners and local governments regarding decisions made pursuant to this division.'].)" (Demurrer Opp., pp. 17:16-18:4 [emphasis removed].) "As the Styne court noted, other limitations statutes contain express references to the defensive use of a limitations period." (Hinz, supra, 115 Cal.App.4th at p. 1217 [the case cited by Plaintiffs].) "For example, Government Code section 66499.37 provides for a 90-day limitations period on '[a]ny action or proceeding to attack, review, set aside, void or annul the decision of an advisory agency, appeal board or legislative body concerning a subdivision,....

Thereafter all persons are barred from any such action or proceeding or any defense of invalidity or unreasonableness of such decision or of such proceedings, acts or determinations....' (Italics added.) Similar language is found in Government Code sections 59670 and 66020, subdivision (d)(2), as well as Streets and Highways Code section 35474." (Hinz, supra, 115 Cal.App.4th at p. 1217.) Here, as the City alludes to in its reply, unlike the above statutes, Section 65009 of the Government Code only applies to "action or proceeding [that] is commenced ...." (Gov.

Code, Sec. 65009, subd. (c).) It does not state that it applies to "defenses" in those actions or proceedings. In addition, Hinz did not concern a void contract or a municipality's failure to comply with the constitutional referendum requirements before entering a development agreement. Instead, it involved a property owner's eminent domain action challenging a city's resolution condemning an easement over a portion of the owner's property. (Hinz, supra, 115 Cal.App.4th at p. 1205.) Plaintiffs have not cited any law holding that the 90-day statute of limitations under Government Code section 65009 can bar a local government's defense that a development agreement is void for failure to comply with Section 65867.5.

Therefore, the Court declines to adopt their interpretation.

4. Applicability of the Development Agreement Statute Plaintiffs argue that when the City adopted the Development Agreement in 2015, the Development Agreement Statute, Gov. Code Title 7, Div. 1, Ch. 4, Art. 2.5, did not apply to charter cities including the City of Inglewood. Plaintiffs assert that the City did not adopt the Development Agreement Statute and the City's Charter reserves the people's power to legislate by initiative, thus the Development Agreement remains in full force and effect today.

Government Code Section 65867.5 provides, in part: (a) A development agreement is a legislative act that shall be approved by ordinance and is subject to referendum. (b) A development agreement shall not be approved unless the legislative body finds that the provisions of the agreement are consistent with the general plan and any applicable specific plan. (Gov. Code Section 65867.5.) Government Code Section 65803 provides that "this chapter ["Chapter 4. Zoning Regulations"] shall not apply to a charter city, except to the extent that the same may be adopted by charter or ordinance of the city." (Gov.

Code Section 65803.) Chapter 4 encompasses Article 2.5, the Development Agreement Statute. However, Section 65867.5(d) provides that "[n]otwithstanding Section 65803, this section shall also apply to a charter city." (Gov. Code Section 65867.5(d).) As noted by Plaintiffs, the legislature added subsection (d) in 2018, effective January 1, 2019. Also effective January 1, 2019, Government Code Section 65869.5(b) provides: "Notwithstanding Section 65803, a development agreement entered into by a charter city before July 1, 2018, shall not be required to comply with this article." (Gov.

Code Section 65869.5(b).) Here, Plaintiffs allege that the City and Plaintiffs entered into the Development Agreement in 2015, amending the parties' 2009 Agreement. (FAC, P. 3.) Plaintiffs also allege that the City "is a municipal corporation, chartered and formed under the Constitution of the State of California and the City's Charter." (FAC, P. 22.)

However, the City argues, and the court agrees, that the FAC repeatedly refers to the applicability of the Development Agreement Statute to the parties' Development Agreement. Plaintiffs allege that "consistent with California's Development Agreement Statute (Cal. Govt. Code Sec. 65866), the Development Agreement vested Hollywood Park's rights to develop the Project..." (FAC, P. 38.) Plaintiffs also allege that "if the City succeeds, it will send a message to developers state-wide that the finality offered by California's Development Agreement Statute can be undone by an alleged procedural technicality," indicating that the parties' Development Agreement was entered into pursuant to the Development Agreement Statute. (FAC, P. 8.)

Plaintiffs also expressly allege that in 2009, the City and Plaintiffs' predecessors "entered into a statutory development agreement (the "2009 Agreement") pursuant to Government Code section 65864, et seq. [the Development Agreement Statute]." (FAC, P. 29.) Additionally, Plaintiffs refer to the "statutory development agreement mechanism" and allege that the parties "embraced...core statutory principles in the Development Agreement." (FAC, P. 42.) Plaintiffs also expressly refer to the Development Agreement Statute in stating Plaintiffs' concern that "the City's assertion that the Development Agreement is void threatens the enforceability of the vesting provisions that protect [Plaintiffs'] rights...Without that critical safeguard, the City could change the regulatory framework in such a way that makes ongoing and future development pursuant to the Development Agreement economically infeasible - an ill California's development agreement statute specifically seeks to avoid. (See Cal.

Govt. Code Sec. 65864(b).)" (FAC, P. 82.) Further, the parties' Development Agreement, attached as Exhibit A to the FAC, expressly refers to the Development Agreement Statute under the recital titled "Authorization." (FAC, Exh. A, p. 2.) "Under the doctrine of 'conclusiveness of pleadings,' a pleader is bound by well pleaded material allegations..." (Valerio v. Andrew Youngquist Construction (2002) 103 Cal.App.4th 1264, 1271, quoting 4 Witkin, Cal. Procedure (4th ed. 1997) Pleading, Sec. 413, at 510-511.)

The court finds that Plaintiffs are objecting to the applicability of the Development Agreement Statute to the parties' Development Agreement, which appears to plainly contradict Plaintiffs' allegations in the FAC. The pleadings themselves are sufficient to reject Plaintiffs' argument that the Development Agreement Statute is inapplicable to the Development Agreement. The court further finds that, pursuant to Government Code Section 65803, the City has adopted the Development Agreement Statute by ordinance, as it was the only mechanism by which it could have legally agreed to suspend enforcement of its zoning laws. "The police power being in its nature a continuous one, must ever be reposed somewhere, and cannot be barred or suspended by contract or irrepealable law.

It cannot be bartered away even by express contract. Any agreement that contracts away these functions is invalid and unenforceable as contrary to public policy." (Discovery Builders, Inc. v. City of Oakland (2023) 92 Cal. App. 5th 799, 810-11.) As recognized by all parties at various stages in this litigation, it is the Development Agreement Statute that provides an exception to the prohibition on the contractual modification of a municipality's future police powers. This truism is apparent within the Agreement itself, which asserts that authorization for the Development Agreement is established by statute. (FAC Ex.

A at 1.) Moreover, the City has "made it clear" that the Development Agreement Statute applies such that the presumptive unenforceability of the Development Agreement is overcome. (The Kennedy Com. v. City of Huntington Beach (2017) 16 Cal.App.5th 841, 857.) The court reviews the City's ordinances to identify whether the City has "expressly adopted" the Development Agreement Statute's requirements. (Garat v. City of Riverside (1991) 2 Cal.App.4th 259, 283 Ordinance No. 09-14, adopted in 2009, through which the City approved the 2009 Agreement, expressly states that the "Development Agreement substantially complies with the applicable requirements of the law, including Government Code sections 65864 - 65869.5." (City's RJN Exh. 4, p. 212.)

The court finds that this language constitutes an express adoption by the City of the Development Agreement Statute. Therefore, the court has found that Plaintiffs are bound by the allegations in the FAC, which contains multiple allegations indicating that the Development Agreement Statute applies to the parties' Development Agreement. In the alternative, the court has found that the City's Ordinance No. 09-14 expressly adopted the Development Agreement Statute as, had it not been, the Agreement would have been void as contrary to public policy.

5. Sufficiency of the Breach of Contract Claims Notwithstanding the above, a demurrer "lies only where the defects appear on the face of the pleading or are judicially noticed." (SKF Farms v. Superior Court, supra, 153 Cal.App.3d at p. 905.) Here, the defect appears on the face of the FAC because the pleading (1) alleges that the Development Agreement was enacted through the initiative process and (2) fails to allege that the City complied with Section 65867.5's requirements when it entered the agreement. (See FAC P. 32 ["[I]n 2015, Hollywood Park prepared, and the City supported, a voter-sponsored initiative to amend the 2009 Agreement to permit the construction of what would become SoFi Stadium.

After sufficient signatures were collected in support of the initiative, the City adopted it unanimously in accordance with Section 9215(a) of the Elections Code. Following the adoption of the initiative, the City and Hollywood Park fully executed the Amended and Restated Development Agreement (the 'Development Agreement') on April 15, 2015"]; P. 97 ["The City unanimously approved the certified initiative petition for the Development Agreement and administered the Development Agreement for over a decade"]; P.114 ["Hollywood Park reasonably believed that the Development Agreement could be validly enacted by the initiative process"].)

Therefore, the court sustains the demurrer. C. Leave to Amend Leave to amend must be allowed where there is a reasonable possibility of successful amendment. (Vaccaro v. Kaiman (1998) 63 Cal.App.4th 761, 768 ("When the defect which justifies striking a complaint is capable of cure, the court should allow leave to amend.").) The burden is on the complainant to show the Court that a pleading can be amended successfully. (Blank v. Kirwan (1985) 39 Cal.3d 311, 318.) Based on the court's previous findings, the court is inclined to deny leave to amend unless Plaintiffs can establish, during oral argument, that those claims can be reasonably amended.

Accordingly, the court DENIES Plaintiffs leave to amend their second and third causes of action. CONCLUSION Based on the foregoing, the Demurrer to the second cause of action for Breach of Contract (Section 15.3 of Development Agreement) and third cause of action for Breach of Contract (Section 7.2 of Development Agreement) is SUSTAINED without leave to amend. The City is ordered to give notice of ruling. | Home -->)" -->