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 15 of 41 benefits. Once the land is transferred to Qualified Designee, Qualified Designee shall be solely responsible for the implementation of the Relocation Plan and costs thereof, including but not limited to, payment of any relocation benefits to any displaced persons and any other obligations associated with complying with such relocation laws. (b) If and only to the extent the Developer acquires fee title to the Affordable Site and implements the Relocation Plan, Developer shall defend, with counsel reasonably acceptable to the City and the Qualified Designee, against any claim for damages, compensation, fines, penalties, relocation payments or other amounts arising out of the failure or alleged failure of the Developer to satisfy relocation obligations. The provisions of this Section 3.5 shall survive expiration of the Term or other termination of this Agreement and shall remain in full force and effect. If and only to the extent the Qualified Designee takes title to the Affordable Site and implements the Relocation Plan (as contemplated hereunder), the Qualified Designee shall defend, with counsel reasonably acceptable to the City and the Developer, against any claim for damages, compensation, fines, penalties, relocation payments or other amounts arising out of the failure or alleged failure of the Qualified Designee to satisfy relocation obligations. The provisions of this Section 3.5 shall survive expiration of the Term or other termination of this Agreement and shall remain in full force and effect. (c) From and after acquiring fee title to the Affordable Site, Qualified Designee shall pay all costs related to the relocation of all existing residential tenants and commercial tenants at the Affordable Site, including moving costs, replacement housing payments, consultant costs, and all other payments described in the Relocation Plan, estimated to be Four Hundred Forty-Four Thousand, Three Hundred Dollars ($444,300) (“Relocation Costs”). No later than a date that is one hundred twenty (120) days prior to the estimated Close of Escrow, the Qualified Designee shall open a separate escrow account (“Relocation Costs Escrow”) with a title company or third- party acceptable to the City (“Relocation Costs Escrow Company”) the amount of the Relocation Costs (which amount, together with any and all interest and dividends earned thereon, shall hereinafter be referred to as “Relocation Costs Deposit”) to cover the estimated Relocation Costs. The Relocation Costs Escrow Company shall hold the Relocation Costs Deposit in a non- commingled trust account and shall invest the Relocation Costs Deposit in insured money market accounts, certificates of deposit, United States Treasury Bills or other such instruction as City may instruct from time to time. (d) Qualified Designee shall have the right draw on the Relocation Costs Deposit in order to pay the Relocation Costs. In the event the City exercises its right of reverter and accepts Qualified Designee’s Irrevocable Offer to Dedicate as set forth in Exhibit D, the City may access the Relocation Costs Deposit available in the Relocation Costs Escrow account to reimburse the City for the relocation of tenants or relocation costs incurred as a result of the City implementing the Relocation Plan. (e) In the event that all Relocation Costs have been paid by Qualified Designee or by the City pursuant to Section 3.5(c)(ii) above, and the statute of limitations for the filing of any relocation claims has expired, the City shall direct that any remaining funds in the Relocation Costs Escrow account shall be returned to the Qualified Designee. Section 3.6 Condition of Property.