Reso25-02 0024 PC Reso 901 El Camino Real

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Page 11 of 39 affirmative obligation of the Developer and is only due and payable if and when the Developer seeks issuance of a Vertical Building Permit for the 901 El Camino Real Project. (4) If the Ten Million Dollars ($10,000,000) payment is made pursuant to the terms of the Development Agreement, Developer shall have satisfied its obligations under the City’s Ordinance. However, as set forth in the Partial Assignment of the Development Agreement, all of Qualified Designee’s duties and obligations to develop the Affordable Units, including but not limited to the recordation of the Affordable Housing Restrictive Covenant against the Affordable Site, and assisting in the relocation of the existing occupants of the Affordable Site, shall remain and shall not be extinguished. Section 2.4 Recordation of Transaction Documents. (a) Concurrently with recordation of the Grant Deed, the Qualified Designee shall record the Affordable Housing Restrictive Covenant against title to the Affordable Site in primary lien position, subject only to such liens, encumbrances and other exceptions to title approved in writing and in advance by the City and Qualified Designee. The Affordable Housing Restrictive Covenant will be secured by a performance deed of trust, substantially in the form attached hereto as Exhibit H, incorporated herein by this reference (the “Deed of Trust”) recorded against the Affordable Site subject only to the encumbrances approved by City pursuant to Section 3.4, below.. (b) Subordination Agreements. Nothing in this Agreement shall prohibit the City from executing subordination agreements as may be requested by the Qualified Designee. The Deed of Trust shall be subordinated to the Qualified Designee’s lenders providing construction and permanent financing for the Project, as well as any refinancing of such loans, subject to the procedures for such requests under the City’s Affordable Housing Guidelines. Notwithstanding the above, the restrictions imposed under the Affordable Housing Restrictive Covenants Agreement, except for Sections 6.8 (Right of Refusal, Restrictions on Sale, Encumbrances) and 6.9 (Option to Purchase) therein, executed in connection with the Land Donation Agreement and assigned under this Agreement are land use restrictions required to comply with the requirements under the City's Affordable Housing Ordinance and California Government Code section 65915 and may not be subordinated. The City has no intent or obligation to subordinate the Affordable Housing Restrictive Covenants Agreement, except as to allow subordination to Sections 6.8 and 6.9 therein,to any current or future financing or deeds of trust, including the Deed of Trust attached as Exhibit H to this Agreement. Section 2.5 Affordability Levels and Modifications. (a) The parties acknowledge that the Affordable Housing Restrictive Covenant currently contemplates the development of forty-eight (48) Very Low-Income Units and fifty-one (51) Low-Income Units. However, the final unit mix and affordability levels are subject to change based on funding requirements, financing conditions, and other economic or regulatory considerations. The affordability restrictions set forth in the Affordable Housing Restrictive Covenant, attached as Exhibit G, reflect the anticipated distribution of affordable housing units among income categories, but as set forth in the Affordable Housing Plan, such allocation shall remain flexible and may be adjusted at the Qualified Designee’s discretion, in consultation with ATTY/RESO.0024/PC RESO 901 EL CAMINO REV: 04-11-25 VR