Agmt25 El Camino Real Holding JV LLC, - 920 Shasta

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ATTY/AGR/2025.084/920 SHASTA AFFORDABLE HOUSING LAND DONATION AGREEMENT REV: 10-16-25 VR Page 10 of 41 Housing Plan shall be deemed satisfied with respect to the 901 El Camino Real Project. As agreed herein and as set forth in the Development Agreement, and except as otherwise set forth herein, the Developer’s failure (e.g., Developer’s refusal, or inability to, close escrow when the Qualified Designee is ready, willing and able to accept transfer under the Purchase Agreement and this Agreement) to transfer the Affordable Site to the Qualified Designee as contemplated hereunder shall give the City the right to revoke the 901 El Camino Real Project Approvals subject to a noticed public hearing before the City Council. A refusal or inability of the Qualified Designee to close escrow when the Developer is ready, willing and able to close escrow under the Purchase Agreement and this Agreement shall not be deemed a default of Developer, and Developer shall have the right to satisfy its obligations as set forth in Section 2.2(A)(1) of the Development Agreement and/or Sections 5.6(c) and 6.4 of this Agreement. (b) From and after the Close of Escrow, the Qualified Designee shall be solely obligated to develop the Affordable Units and make them available to and occupied by Very Low- Income Households, and Low-Income Households at an Affordable Rent, in compliance with the Affordable Housing Plan, the Affordable Development Project Approvals, and the Affordable Housing Restrictive Covenant. The Qualified Designee shall also be obligated to implement and bear all costs in implementing the Relocation Plan. (c) In the alternative, Section 2.2(E) of the Development Agreement contemplates that the Affordable Development may proceed to construction prior to the construction of the 901 El Camino Real Project and provides an alternative method for the Developer to satisfy its obligations under the Ordinance. Specifically, the Development Agreement provides that to the extent allowed by applicable law, the Developer agrees to assign its rights arising from any purchase and sale agreement that the Developer or the Developer’s Affiliated Company has entered into for the purchase of the Affordable Site to the Qualified Designee if all of the following have occurred: 1) no Vertical Building Permits, as that term is defined in the Development Agreement, have been pulled for the 901 El Camino Real Project; and, 2) the Qualified Designee has obtained sufficient funding for the purchase of the Affordable Site and construction of the Affordable Development, such that the Developer’s land donation is not necessary to make the Affordable Development financially feasible. (1) For the avoidance of doubt, the Qualified Designee shall have no obligation to accept the foregoing assignment and shall have the right to elect to take such an assignment in its sole and absolute discretion. (2) Notwithstanding anything to the contrary, the Qualified Designee shall not assume any liabilities, obligations, or duties arising from or related to the purchase and sale agreement for the Affordable Site, whether accruing before or after the date of assignment. The Developer shall remain solely responsible for all obligations, representations, warranties, covenants, indemnities, and liabilities under the Purchase Agreement, and the assignment shall be for rights only, without delegation or transfer of any obligations to the Qualified Designee. The Developer shall fully indemnify, defend, and hold harmless the Qualified Designee and its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, or expenses (including, without limitation, reasonable attorneys’ fees and court costs) arising from or related to the purchase and sale agreement or the condition of the