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 11 of 41 Affordable Site prior to, as of, or after the date of assignment, except to the extent caused by the gross negligence or willful misconduct of the Qualified Designee. (3) Thereafter, once the Qualified Designee has actually acquired ownership of the Affordable Site and has recorded the Affordable Housing Restrictive Covenant (Exhibit G) against the Affordable Site but prior to the issuance of the first Vertical Building Permit for the 901 El Camino Real Project, the Developer shall pay the City the amount of Ten Million Dollars ($10,000,000), which represents the applicable Affordable Housing Impact Fee, currently estimated to be Seven Million, Two Hundred Eighty-Seven Thousand, Seven Hundred Seventy- Four Dollars ($7,287,774) plus an additional voluntary financial contribution of the remainder, which is currently estimated to be Two Million, Seven Hundred Twelve Thousand, Two Hundred Twenty-Six Dollars ($2,712,226). For the avoidance of doubt, the payment hereunder is not an 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 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 Affordable Development, 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 Covenant, except for Sections 6.8 (Right of Refusal, Restrictions on Sale, Encumbrances) and 6.9 (Option to Purchase) therein, executed in connection with this 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 Covenant, except as to allow subordination to Sections 6.8 and 6.9 therein, to any