RecDoc2025-000644 Regulatory Agreement and Declaration of Restrictive Coventants 557 E. Bayshore

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6.4 Covenants to Run with the Land. The City and the Owner hereby declare their express intent that the covenants and restrictions set forth in this Agreement shall run with the land, and shall bind all successors in title to the Property, provided, however, that on the expiration of the Term of this Agreement said covenants and restrictions shall expire, unless otherwise expressly stated herein. Each and every contract, deed or other instrument hereafter executed covering or conveying the Property or any portion thereof shall be held conclusively to have been executed, delivered and accepted subject to such covenants and restrictions, regardless of whether such covenants or restrictions are set forth in such contract, deed or other instrument, unless the City expressly releases such conveyed portion of the Property from the requirements of this Agreement. 6.5 Assi ng meet. Owner shall not assign its obligations under this Agreement without the prior written consent of the City Manager, which shall not be unreasonably withheld or delayed. Owner shall not be released from any obligations under this Agreement unless and until the City receives a fully executed assignment and assumption agreement from the approved assignee, assuming all of Owner's obligations hereunder. Notwithstanding the foregoing, Owner has the absolute right to assign its rights, duties, and obligations under this Agreement for all or any portion of the Property, without City consent, to (a) any entity in which Owner or an affiliate controlled by Owner is responsible for the development of the Property, or (b) any transfer granting a security interest in the Property to a lender to secure the funds necessary for construction and/or permanent financing of the Project. As used in this Agreement, the term "affiliate" means an entity controlling, controlled by or under common control with the entity to which the term applies, whether by ownership, contract or voting control. As used in this Agreement, the term"control", "controlling", or "common control" shall mean ownership of at least 20% of the interest in the entity and the power to direct the day-to-day affairs or management of the entity. Owner and the entity to whom the rights are to be assigned must sign an assignment and assumption agreement and Owner must provide the City with a signed copy of an assignment and assumption agreement. 6.6 Enforcement by the City. Except as otherwise provided under this Agreement, if Owner fails to satisfy any of the Owner's obligations under the terms of this Agreement within thirty (30) days after the delivery of a notice of default from the City, the City shall have the right to enforce this Agreement by any or all of the following actions, or any other remedy provided by law: (a) The City may bring an action at law or in equity to compel performance of obligations under this Agreement, and/or for damages. (b) Where one or more persons have received financial benefit as a result of violation of this Agreement, the City may assess and institute legal action to recover as necessary, a penalty in any amount up to an including the amount of financial benefit received in addition to recovery of the benefit received. (c) Requiring the Owner or its successors in interest to the Property to pay the City Rent or any other payment received by the Owner for the Affordable Unit(s) from the date of any unauthorized use of the Affordable Unit or in excess of the Rent allowed pursuant to Section 2.2 above. REV: 10-23-24 J B Page 15 of 20 ATTY/AGR.2024.201/Redwood Crossing LLC (557 E. Bayshore Affordable Housing Agreement) (Page 15 of 27)