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(b)From and after the Close of Escrow, the Qualified Designee shall be solely
<br />obligated to develop the Affordable Units and make them available to and occupied by Very Low,
<br />and Low-Income Households at an Affordable Rent, in compliance with the Affordable Housing
<br />Plan, the Affordable Development Project Approvals, and the Affordable Housing Restrictive
<br />Covenant. The Qualified Designee shall also be obligated to implement and bear all costs in
<br />implementing the Relocation Plan.
<br />(c)In the alternative, Section 2.2(E) of the Development Agreement
<br />contemplates that the Affordable Development may proceed to construction prior to the
<br />construction of the 901 El Camino Real Project and provides an alternative method for the
<br />Developer to satisfy its obligations under the Ordinance. Specifically, the Development Agreement
<br />provides that to the extent allowed by applicable law, the Developer agrees to assign its rights
<br />arising from any purchase and sale agreement that the Developer or the Developer’s Affiliated
<br />Company has entered into for the purchase of the Affordable Site to the Qualified Designee if all
<br />of the following have occurred: 1) no Vertical Building Permits, as that term is defined in the
<br />Development Agreement, have been pulled for the 901 El Camino Real Project; and, 2) the
<br />Qualified Designee has obtained sufficient funding for the purchase of the Affordable Site and
<br />construction of the Affordable Development, such that the Developer’s land donation is not
<br />necessary to make the Affordable Development financially feasible.
<br />(1)For the avoidance of doubt, the Qualified Designee shall have no
<br />obligation to accept the foregoing assignment and shall have the right to elect to take such an
<br />assignment in its sole and absolute discretion.
<br />(2)Notwithstanding anything to the contrary, the Qualified Designee shall
<br />not assume any liabilities, obligations, or duties arising from or related to the purchase and sale
<br />agreement for the Affordable Site, whether accruing before or after the date of assignment. The
<br />Developer shall remain solely responsible for all obligations, representations, warranties,
<br />covenants, indemnities, and liabilities under the Purchase and Sale agreement, and the assignment
<br />shall be for rights only, without delegation or transfer of any obligations to the Qualified Designee.
<br />The Developer shall fully indemnify, defend, and hold harmless the Qualified Designee and its
<br />affiliates, officers, directors, employees, and agents from and against any and all claims, damages,
<br />losses, liabilities, costs, or expenses (including, without limitation, reasonable attorneys’ fees and
<br />court costs) arising from or related to the purchase and sale agreement or the condition of the
<br />Affordable Site prior to, as of, or after the date of assignment, except to the extent caused by the
<br />gross negligence or willful misconduct of the Qualified Designee.
<br />(3)Thereafter, once the Qualified Designee has actually acquired
<br />ownership of the Affordable Site and has recorded the Affordable Housing Restrictive Covenant
<br />(Exhibit G) against the Affordable Site but prior to the issuance of the first Vertical Building Permit
<br />for the 901 El Camino Real Project, the Developer shall pay the City the amount of Ten Million
<br />Dollars ($10,000,000), which represents the applicable Affordable Housing Impact Fee, currently
<br />estimated to be Seven Million, Two Hundred Eighty-Seven Thousand, Seven Hundred Seventy-
<br />Four Dollars ($7,287,774) plus an additional voluntary financial contribution of the remainder,
<br />which is currently estimated to be Two Million, Seven Hundred Twelve Thousand, Two Hundred
<br />Twenty-Six Dollars ($2,712,226). For the avoidance of doubt, the payment hereunder is not an
<br />ATTY/RESO.0034/CC RESO APPROVING PROJECT (901 EL CAMINO REAL) - EXHIBIT C
<br />REV: 04-22-25 VR
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