Agmt09 Mental Health Association of San Mateo County

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principal office of the Agency is located at 1017 Middlefield Road, Redwood City, California 94063. As used in this Agreement, the term "Agency" shall be deemed to include the Agency and any assignee and/or successor to the Agency or to its rights, powers and responsibilities under this Agreement. b. The City is a charter city. The principal office of the Ci ty is located at 1017 Middlefield Road, Redwood Ci ty, California 94063. As used in this Agreement, the term "City" shall be deemed to include the City and any assignee and/or successor to the City or to its rights, powers and responsibilities under this Agreement. c. Participant is Mental Heal th Association of San Mateo County, a California non-profi t corporation ("MHASMC"). Within thirty (30) days of the date of this Agreement, Participant shall provide to the Agency satisfactory evidence of the legal formation and existence of Participant and the good standing of Participant with the State of California (the "State") to transact business within the State, to hold title to the Property and to develop the Project, as hereinafter defined. Failure of Participant to maintain its status as a non-profit corporation shall be grounds for terminating this Agreement. Section 1.04. prohibition Against Change in Ownership, Management and Control of Participant, or Assignment of Agreement. a. The qualifications and identities of the persons and entities comprising Participant are of particular concern to the Agency and the City. It is because of these qualifications and identities of Participant that the Agency and the City have entered into this Agreement with Participant. No voluntary or involuntary successor in interest of Participant shall acquire any rights or powers under this Agreement, except as expressly set forth herein. b. Except as otherwise provided in this Agreement, Participant shall not assign all or any part of this Agreement prior to the issuance of a final Certificate of Completion, as provided in Section 3.07, applicable to all portions of the Property and the Project, without the prior written approval of the Agency and the Ci ty, which approval shall not be unreasonably withheld; provided, however, substitution of a nonprofit affiliate of MHASMC or a limited liability company of which MHASMC, or a nonprofit affiliate of MHASMC, is the sole member as managing general partner is hereby permitted and does not require any further Agency approval so long as the directors of such affiliate are also board members, officers and employees of MHASMC. c. Participant Except as otherwise provided in this Agreement, shall promptly notify the Agency and the City in 2