Reso25-02 0024 PC Reso 901 El Camino Real

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Page 18 of 39 under the Qualified Designee, may have under Section 1542 of the California Civil Code, which reads as follows: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that if known by him or her, would have materially affected his or her settlement with the debtor or released Party.” Qualified Designee’s Initials: __________ Notwithstanding the foregoing, this release shall not apply to, nor shall the City be released from, the City’s actual fraud or misrepresentation. Section 3.7 Delivery of Effectuating Agreements. (a) Prior to Close of Escrow, the parties shall execute and deliver to the Title Company the following documents (collectively, the “Effectuating Agreements”): (1) the Grant Deed executed by the Developer; (2) the Affordable Housing Restrictive Covenant executed by the Qualified Designee and the City; (3) the Irrevocable Offer to Dedicate executed by the Qualified Designee; (4) the Deed of Trust executed by the Qualified Designee; (5) the Assignment of Contracts executed by the Qualified Designee with the executed consents of relevant contractors, (6) If necessary, the Assignment and Assumption Agreement executed by the Qualified Designee and its permitted transferee; (7) The Partial Assignment and Assumption of the Development Agreement executed by the Developer and the Qualified Designee. (b) The terms of the Effectuating Agreements shall be subject to the approval of the City, and Qualified Designee and, to the extent the Developer is a party thereto, the Developer, which approval shall not be unreasonably withheld, and no party shall be obligated to enter into any of the Effectuating Agreements or to proceed with the transactions contemplated herein unless such agreement has been approved by the City, Qualified Designee, and to the extent the Developer is a party thereto, the Developer. Section 3.8 Close of Escrow. (a) Upon Close of Escrow, the Title Company shall record, in the following order, the Grant Deed, the Irrevocable Offer to Dedicate, the Affordable Housing Restrictive ATTY/RESO.0024/PC RESO 901 EL CAMINO REV: 04-11-25 VR