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nor any delay on the part of the City to exercise any such rights and remedies shall operate as a <br />waiver thereof, nor shall any single or partial exercise by the City of any such right or remedy <br />preclude any other or further exercise of such right or remedy, or any other right or remedy. <br />Section 3.3 Replacement of Affordable Developer. <br />(a) In the event the Affordable Developer is in default hereunder, subject to the <br />applicable cure period set forth in Section 3.1(a), the Developer may request the City's approval <br />to replace the Affordable Developer, which approval shall be made by the City Manager or the <br />City Manager's designee on behalf of the City. In reviewing any particular replacement request <br />under this Section, the City Manager or City Manager's designee, may take the following criteria <br />into consideration: <br />(1) If the proposed transfer to a replacement Affordable Developer is to <br />occur prior to the issuance of the certificate of occupancy for Building Three, the proposed <br />transferee's demonstrated experience in developing quality affordable housing developments <br />comparable in scale to the Affordable Development, at a minimum the transferee must meet the <br />general partner experience as defined in the TCAC regulations and must have five (5) or more <br />projects in service for more than three (3) years, of which one shall be in service for more than <br />five (5) years, and two (2) shall be Low Income Housing Tax Credit Projects located in <br />California; <br />(2) The proposed replacement Affordable Developer's demonstrated <br />experience in operating affordable housing developments comparable in scale to the Affordable <br />Development; a preference will be given to proposed transferees with at least five (5) years of <br />experience in operating affordable housing developments comparable in scale to the Affordable <br />Development; <br />(3) The proposed replacement Affordable Developer's record of <br />material loan defaults, maintenance problems, housing or building code violations, or <br />substantiated fair housing complaints at properties it owns and/or operates. The Parties agree <br />and acknowledge that the City will have the right to disapprove a proposed transfer to any person <br />or entity with a record of material loan defaults, maintenance problems, housing or building code <br />violations, and/or substantiated fair housing complaints at properties it owns and/or operates; <br />(4) The proposed replacement Affordable Developer's financial status <br />and creditworthiness. The City will not consider any proposed transferee unless the proposed <br />transferee has satisfactory credit and sufficient net worth to establish ability to perform the duties <br />and obligations under this Agreement, all as reasonably determined by the City Manager; and <br />(5) Any other relevant factors or criteria that, considering the <br />circumstances with respect to the development of the Affordable Development and the <br />information provided to City by Developers and the proposed transferee about the proposed <br />transferee, are reasonably necessary for City to determine whether a proposed transferee has the <br />necessary expertise, skill and ability to carry out the obligations of Affordable Developer set <br />forth in this Agreement and the proposed transferee's ability to timely meet and perform such <br />obligations. <br />12 <br />1199\10\3609857.1 <br />REV: 10-18-23 SK <br />