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Section 3.3 Satisfaction of Assignor’s Obligations; Release. From and after the Effective Date of this Partial Assignment, the Assignor shall not be responsible for the Assignee Obligations and Assignee shall not be responsible for the performance of the Assignor Obligations. In addition, from and after the Effective Date, a default by either Assignor or Assignee under the Development Agreement shall not constitute a default by the other party under the Development Agreement and shall not entitle the City to exercise any remedy against the Assignor or Assignee as applicable. Upon execution and recordation of this Agreement, except as otherwise provided, Assignor shall automatically be released from its obligations and liabilities under the Development Agreement with respect to the Assignee Obligations. Section 3.4 Satisfaction of Assignee’s Obligations. Upon the City’s issuance of a Certificate of Occupancy for the Affordable Housing Project, at the request of Assignee, the City Manager shall be authorized to take all actions as may reasonably be necessary to confirm that Assignee’s obligation hereunder has been fulfilled and to record a termination or release of agreement or other document as applicable to remove this cloud on the title of the Affordable Site. ARTICLE 4 MISCELLANEOUS Section 4.1 Further Assurances. The Parties agree to take such further actions as may be necessary or advisable to effectuate, confirm, or document the partial assignment and assumption contemplated hereby. Section 4.2 City Consent to Further Assignment. To the extent applicable, this Partial Assignment may not be assigned without the written consent of the City consistent with the assignment provisions of the Development Agreement. Section 4.3 Severability. If any term of this Partial Assignment is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall continue in full force and effect unless the rights and obligations of the Parties have been materially altered or abridged by such invalidation, voiding, or unenforceability. Section 4.4 Interpretation. This Partial Assignment shall be governed and interpreted in accordance with the laws of the state of California. This Partial Assignment includes the contributions of both Parties, each of which is represented by competent counsel, and the rule stated in Civil Code Section 1654 that an agreement be construed against its drafter shall have no application hereto. Headings contained in this Partial Assignment are for convenience of reference only, and shall not alter the meaning of any provision hereof. Section 4.5 Counterparts. This Partial Assignment may be executed in counterparts, each of which shall constitute one and the same instrument. Section 4.6 Effective Date. For purposes of this Partial Assignment, the “Effective Date” shall be the date on which the deed transferring the Affordable Site from Assignor to Assignee is recorded in the San Mateo County Recorder’s Office. ATTY/ORD.0002/CC ORD APPROVING DEVELOPMENT AGREEMENT (901 EL CAMINO REAL) - EXHIBIT A REV: 04-23-25 VR Page 313 of 336