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has satisfactory credit and sufficient net worth to establish ability to perform the duties and obligations under this Agreement, all as reasonably determined by the City Manager; and (5) Any other relevant factors or criteria that, considering the circumstances with respect to the development of the Affordable Development and the information provided to City by Donor, the Qualifying Designee or the proposed transferee about the proposed transferee, are reasonably necessary for City to determine whether a proposed transferee has the necessary expertise, skill and ability to carry out the obligations of Qualified Designee set forth in this Agreement and the proposed transferee's ability to timely meet and perform such obligations. (b) In connection with a request under this Section, Donor or Qualified Designee shall submit to the City for review all instruments and other legal documents proposed to effect any such transfer. If a requested transfer to a replacement qualifying designee is approved by the City such approval shall be indicated to the Donor and Qualified Designee in writing. Such approval shall be granted or denied by the City within thirty (30) working days of receipt by the City of the Donor or Qualified Designee's request for approval of a Transfer. Documents containing proprietary information required to be submitted hereunder may be submitted to City's attorneys, who shall make best efforts to maintain the confidentiality of all such proprietary information and/or to prevent the disclosure of same to any third party; provided, however that nothing in this sentence shall require City to violate any duty or obligation with respect to such information that it has under applicable law. (c) If a transfer to a replacement qualifying designee is approved here under, the City, the Donor and Qualifying Designee and the proposed transferee shall execute an Assignment Agreement approved by the City; provided however, that if the Qualified Designee fails to execute such Assignment Agreement, the City, Donor and proposed qualifying designee transferee may effectuate such transfer without the Qualified Designee's signature, it being agreed that Qualified Designee's execution of this Agreement constitutes its authorization of such assignment. ARTICLE 7_ REPRESENTATIONS AND WARRANTIES Section 7.1 Donor's Representations and Warranties. (a) Donor represents and warrants that: (1) Donor owns or has the legal right or option to acquire the Affordable Site. (2) Each individual executing this Agreement on behalf Donor is duly authorized to execute and deliver this Agreement on behalf of the Donor (and that no additional signatures are required in order for this Agreement to be binding) in accordance with authority granted under the formation documents of the Donor, and by a duly passed resolution of its Board of Directors, members, or managers, as applicable, that all conditions to the exercise of such authority have been satisfied, and that this Agreement is binding upon Donor in accordance with their respective terms. ATTY/AGR/2024.193.1—AFFORDABLE HOUSING LAND DONATION AGREEMENT REV: 10-22-24 VR Page 26 of 35