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or the Developer License except with County's written approval, which approval may be <br />withheld in County's sole discretion. <br />9. Assignment. County may assign this Option Agreement and its rights and <br />obligations hereunder to a non-profit affordable housing developer by delivery to City of written <br />assignment and assumption agreement, subject to City review and approval not to be <br />unreasonably withheld, conditioned or delayed. As part of City's review and approval City shall <br />have the right to review and comment on County's Request for Qualifications, Request for <br />Proposals or other form of solicitation County may use in seeking an assignee, review and <br />comment on responses and proposals County receives, and advise County regarding its selection <br />of an assignee, and County agrees to consider City's input in good faith. The parties agree that it <br />shall not be unreasonable for City to disapprove an assignment to a proposed transferee who <br />does not have a proven track record of developing at least three (3) similar affordable or <br />supportive housing projects in the Bay Area over the prior ten (10) year period. County <br />acknowledges 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 the <br />term of the Ground Lease. Subject to the preceding provisions of this Paragraph 9, this Option <br />Agreement shall be binding upon and shall inure to the benefit of the successors and permitted <br />assigns of the parties to this Option Agreement. <br />10. Quitclaim of Option. If County fails to exercise the Option within the Option <br />Term, or if City terminates this Option Agreement as provided in Paragraph 3 above, County, <br />upon City's written request, shall execute a standard form quitclaim deed sufficient to remove <br />this Agreement as an exception to title to the Remainder Parcel. <br />11. Entire Agreement. This Option Agreement and the exhibits hereto and the <br />Exchange Agreement set forth the whole of the parties' agreement as to the subject matter of this <br />Option Agreement, and there are no warranties, representations, covenants, or other agreements <br />between the parties in connection with the subject matter hereof, except as specifically set forth <br />herein. In the event of any conflict between the Exchange Agreement and this Option <br />Agreement, the terms of this Option Agreement shall control. <br />12. Miscellaneous Provisions. <br />(a) Time of the Essence. Time is of the essence of this Option Agreement. <br />(b) Dates. Any time period to be computed pursuant to this Option <br />Agreement shall be computed by excluding the first day and including the last day. If the last <br />day falls on a Saturday, Sunday or holiday (a "non -business day"), the last day shall be extended <br />until the next business day. As used herein, the term "days" means calendar days, the term <br />"business days" means all calendar days other than Saturdays, Sundays, or holidays, and the term <br />"holidays" means holidays observed by the City. <br />(c) Governing Law. This Option Agreement shall be governed by the law of <br />the State of California. City and County agree that all suits or actions of any kind brought to <br />interpret or enforce the terms of, or otherwise arising out of or relating to this Option Agreement <br />shall be filed and litigated solely in San Mateo County Superior Court. Each party hereby <br />REV: 01-21-2022 SK <br />ATTY/AGR.2022.010.6/City- County Land Swap (Page 5 of 14) <br />