RecDoc 2018-088890 Strada Development Agreement 1548 Maple, LLC

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Any Notice or other communication which Mortgagee shall give to or serve upon City shall be deemed to have been duly given or served if sent in the manner and at City's address as set forth in Section 14.5, or at such other address as shall be designated by City by Notice in writing given to the Mortgagee in like manner. Section 8.4 No Supersedure. Nothing in this Article 8 shall be deemed to supersede or release a Mortgagee or modify a Mortgagee's obligations under any subdivision or public improvement agreement or other obligation incurred with respect to the Project outside this Agreement, nor shall any provision of this ARTICLE 8 constitute an obligation of City to such Mortgagee, except as to the Notice requirements of Section 8.3. Section 8.5 Technical Amendments to this ARTICLE 8. City agrees to reasonably consider and approve interpretations and/or technical amendments to the provisions of this Agreement that are required by lenders for the acquisition and construction of the improvements on the Property or any refinancing thereof and to otherwise cooperate in good faith, at Developer's expense, to facilitate Developer's negotiations with lenders. ARTICLE 9. AMENDMENT OF AGREEMENT AND EXISTING APPROVALS Section 9.1 Amendment of Agreement By Mutual Consent. This Agreement may be amended in writing from time to time by mutual consent of the Parties hereto or their successors - in -interest or assigns. Section 9.2 Insubstantial Amendments to Agreement. Any amendment to this Agreement which does not substantially affect (a) the Term of this Agreement, (b) permitted uses of the Property, (c) provisions for the reservation or dedication of land, (d) conditions, terms, restrictions, or requirements for subsequent discretionary actions, (e) the density or intensity of use of the Property or the maximum height or size of proposed buildings, (f) the nature, timing of delivery, or scope of public improvements required by the Project Approvals, or (g) the amount of any monetary contributions by Developer, shall be deemed an "Insubstantial Amendment" and shall not, except to the extent otherwise required by Applicable Law, require notice or public hearing before the Parties may execute an amendment hereto. Such Administrative Amendment may be approved by the City's Community Development Director. Section 9.3 Major Amendment. Any amendment to this Agreement other than an Administrative Amendment shall be deemed a "Major Amendment" and shall be subject to approval by the City Council by ordinance following duly noticed public hearing before the Planning Commission and City Council consistent with Government Code sections 65867, 65867.5 and 65868. Section 9.4 Requirement for Writing. No modification, amendment, or other change to this Agreement or any provision hereof shall be effective for any purpose unless specifically set forth in a writing that refers expressly to this Agreement and is signed by duly authorized representatives of both Parties or their successors. The City Manager shall provide a copy of any such change to the City Council within thirty (30) days of its execution. 34 OAK #4843-3885-9090 v I I ATTY/AGR/2018.094/STRADA DEVELOPMENT AGREEMENT REV: 07-27-18 VR Page 34 of 94