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reasonable specificity the basis for disapproval. The Qualified Designee shall pay the City’s reasonable staff and third party costs in making such decisions. (c) Substitution of Affordable Housing Site and/or Affordable Development. In the event the Developer seeks to substitute the Affordable Housing Site and/or Affordable Development as set forth in Section 2.2(D) of the Development Agreement and said substitution is approved by the City Council in the manner set forth in the Development Agreement, the City Manager shall be authorized to execute any conforming amendments to this Agreement as may be necessary to reflect the substitution, provided that such amendments be memorialized in a form subject to approval by the City Attorney. ARTICLE 6. DEFAULTS AND REMEDIES Section 6.1 Defaults. (a) Developer or Developer’s Affiliated Company Defaults. The following events each constitute a Developer or Developer Event of Default and a basis for the City to take action against only the Developer or Developer’s Affiliated Company: (1) Developer or Developer’s Affiliated Company breaches any material provision of this Agreement; (2) Except as otherwise contemplated pursuant to Section 2.3(c), Developer’s Affiliated Company fails to acquire fee title to the Affordable Site (as may be substituted pursuant to Section 5.6(c)) prior to the Close of Escrow); (3) A Transfer of Developer or Developer’s Affiliated Company occurs, either voluntarily or involuntarily, in violation of this Agreement; (4) Any Developer or Developer’s Affiliated Company representation or warranty contained in this Agreement or in any application, financial statement, certificate or report submitted to the City in connection with this Agreement proves to have been incorrect in any material and adverse respect when made; (5) The Developer or Developer’s Affiliated Company voluntarily suspends its business or, the Developer or Developer is dissolved or terminated. (b) Qualified Designee Defaults. The following events each constitute a Qualified Designee Event of Default and a basis for the City to take action only against the Qualified Designee or the Qualified Designee’s Affiliated Company: (1) Qualified Designee breaches any material provision of this Agreement; (2) Qualified Designee fails to exercise good faith and diligent efforts to satisfy, within the time and in the manner set forth in Article 3, one or more of the conditions precedent to the Developer’s obligation to convey the Property to the Qualified Designee; or ATTY/RESO.0034/CC RESO APPROVING PROJECT (901 EL CAMINO REAL) - EXHIBIT C REV: 04-22-25 VR Page 27 of 224