Reso25-02 0024 PC Reso 901 El Camino Real

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Page 21 of 42 Section 6.7 Covenants to Run with the Land. The City and the Affordable Developer 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 Affordable Site. Each and every contract, deed or other instrument hereafter executed covering or conveying the Affordable Site 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 Affordable Site from the requirements of this Agreement. All references herein to “Affordable Developer” shall refer to the successors-in-title to the Affordable Site. Upon transfer of fee title to the Affordable Site, so long as there is no default at the time of transfer, the transferring Affordable Developer shall have no liability or responsibility for any obligations under this Agreement arising from and after the date of such transfer. Section 6.8. Right of Refusal, Restrictions on Sale, Encumbrances. (a) Prior to the issuance of a certificate of occupancy for the Affordable Development, except for a Permitted Transfer as defined in the Land Donation Agreement, the Affordable Developer shall not transfer, convey, sell, or agree to sell Affordable Developer's interest in the Property without first offering the Property to the City. After a conveyance or transfer by gift the right of first refusal granted in this Agreement shall remain in effect against the person holding title or any other interest in the Property. (b) Prior to the issuance of a certificate of occupancy for the Affordable Development, before Affordable Developer sells or agrees to sell the Property, Affordable Developer shall offer to sell the Property to the City, in writing and on terms and conditions substantially identical to those proposed for the sale of the Property to a third party (“First Offer”). The First Offer shall, at a minimum, include the following information: (1) the purchase price proposed for the sale to the third party and method of purchase price payment including the amount and terms of any proposed grantor financing in connection with the proposed purchase, if any; (2) the amount of any earnest money deposit; (3) the time and locations for the close of escrow; (4) the name of the proposed purchaser; and (5) the other material terms and conditions of the proposed sale of the Property. (c) The City shall have ninety (90) days from the date of the First Offer to accept the First Offer. (d) If the City declines to accept the First Offer, Affordable Developer shall not assign, sell, or otherwise transfer any interest in the Property without prior written approval of City, which shall not be unreasonably withheld provided the following conditions are met: (1) the existing Affordable Developer is in compliance with this Agreement or the sale, transfer, or conveyance will result in the cure of any existing violations of the Agreement; (2) the successor in interest to the Affordable Developer agrees to assume all obligations of the existing Affordable Developer pursuant to this Agreement.; (3) the successor in interest demonstrates to the City's satisfaction that it can own and operate the Affordable Development in full compliance with the requirements of this Agreement; and (4) terms of the sale, transfer, or conveyance shall not threaten the successor in interest's ability to comply with all requirements of this Agreement. ATTY/RESO.0024/PC RESO 901 EL CAMINO REV: 04-11-25 VR