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order to receive feedback regarding, inter alia, the aesthetic and architectural characteristics <br />of the contemplated project. <br />9. Ownership of Improvements. Ground lessee will own the affordable housing <br />improvements until Ground Lease termination or expiration, at which time ownership of all <br />improvements and fixtures will vest in the City as fee owner/lessor of the Remainder Parcel. <br />10. Transfer/Assignment. County may transfer its rights as lessee under the Ground Lease to a <br />non-profit affordable housing developer, subject to City review and approval not to be <br />unreasonably withheld, conditioned or delayed. The Ground Lease shall specify that as part <br />of City's review and approval City shall have the right to review and comment on County's <br />Request for Qualifications, Request for Proposals or other form of solicitation County may <br />use in seeking an assignee, review and comment on responses and proposals County <br />receives, and advise County regarding its selection of an assignee, which input by City <br />County shall agree to consider in good faith, and that it shall not be unreasonable for City to <br />disapprove a proposed assignment if the assignee/developer does not have a proven track <br />record of developing and operating at least three (3) similar affordable or supportive housing <br />projects in the Bay Area over the prior ten (10) year period. The Ground Lease shall <br />acknowledge City's interest in being satisfied that any assignee both has the requisite <br />experience and expertise, and will have an acceptable working relationship with City during <br />the term of the Ground Lease. Any such assignment shall be effected by a written assignment <br />and assumption agreement in a form reasonably acceptable to City. <br />11. As -Is. The Remainder Parcel shall be leased in its then AS -IS condition. City shall have no <br />obligation to do any demolition, remediation or site preparation work. <br />12. Utilities. Ground lessee shall pay for all utilities, and obtains any permits or licenses needed <br />to supply utilities to the Remainder Parcel. <br />13. Compliance with Laws. Ground lessee, at its expense, shall comply with all applicable laws <br />in connection with its development, use and operation of the affordable housing project. <br />14. No Hazardous Materials. Ground lessee will not use or permit to be used any Hazardous <br />Materials other than materials commonly used in construction, operation and maintenance. <br />15. Standard Ground Lease Provisions. The Ground Lease shall include such provisions as <br />are typical in such situations, applying terms standard in the industry, including without <br />limitation ground lessee insurance requirements, mortgagee protections, default and remedy <br />provisions, indemnification, and surrender at end of lease. <br />REV: 01-21-2022 SK <br />ATTY/AGR.2022.010.6/City- County Land Swap (Page 14 of 14) <br />